UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March
31, 2008

|**Commission file number
      0-20943**                            
|--------------------------------------------------------------------
|INTELLIGROUP,
      INC.                                            
|                                                                    
|(Exact Name of Registrant as Specified In Its
  Charter)            
|                                                                    
|New Jersey                                                          
|                                                                    
|(State or
      Other Jurisdiction of Incorporation or Organization)
|                                                                    
|499 Thornall Street, Edison, New
      Jersey                       
|                                                                    
|(Address of
      Principal Executive Offices)                      
|                                                                    
|(732)
    590-1600                                                  
|                                                                    
|(Registrants Telephone Number, Including Area
  Code)              

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 x No o

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 the definitions of large accelerated
filer accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large
      accelerated filer:  o | Accelerated
      filer:  o | Non-accelerated
      filer:  o | Smaller Reporting
      Company  x
|--------------------------------- | --------------------------- | ------------------------------- | ----------------------------------

Indicate by check mark whether the
registrant is a shell company (as defined in Exchange Act Rule
12b-2).

Yes o No x

|Indicate the
      number of shares outstanding of each of the registrants classes of common
      stock, as of May 5, 2008: |  |                 
|----------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|Class                                                                                                                         |  | Number of Shares
|                                                                                                                             
|Common Stock,
      $.01 par value                                                                                            |  | 42,159,857      

1

---

|TABLE OF
      CONTENTS      
|-----------------------------
|                             
|PART I. FINANCIAL INFORMATION
|                             
|Item 1.                      
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|                             
|Item 2.                      
|                             
|Item 3.                      
|                             
|Item 4.                      
|                             
|PART II. OTHER INFORMATION   
|                             
|Item 1.                      
|                             
|Item 1a.                     
|                             
|Item 6.                      
|                             
|Signatures                   

2

---

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include, among other things, business strategy and
expectations concerning industry conditions, market position, future operations,
margins, profitability, liquidity and capital resources. Forward-looking
statements generally can be identified by the use of terminology such as may,
will, expect, intend, estimate, anticipate or believe or similar
expressions or the negatives thereof. These expectations are based on
managements assumptions and current beliefs based on currently available
information. Although the Company believes that the expectations reflected in
such statements are reasonable, it can give no assurance that such expectations
will be correct. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this quarterly
report on Form 10-Q. The Companys operations are subject to a number of
uncertainties, risks and other influences, many of which are outside its
control, and any one of which, or a combination of which, could cause its actual
results of operations to differ materially from the forward-looking statements.
Important factors that could cause actual results to differ materially from its
expectations are disclosed in Part I, Item 2, Managements Discussion and
Analysis of Financial Condition and Results of Operations, and listed under
Item A Risk Factors in our annual report on Form 10-K for the year ended
December 31, 2007 filed with the Commission on March 31, 2008 and elsewhere in
this quarterly report on Form 10-Q.

3

---

PART I    
FINANCIAL STATEMENTS

ITEM 1.

INTELLIGROUP, INC.CONDENSED CONSOLIDATED BALANCE
SHEETS(in thousands except par value)

|                                                                               | March 31    |         | December 31,
|------------------------------------------------------------------------------ | ----------- | ------- | ------------
|                                                                               | 2008        |         | 2007        
|                                                                               | (unaudited) |         |             
|ASSETS                                                                         |             |         |             
|CURRENT
      ASSETS                                                           |             |         |             
|Cash and cash equivalents                                                      | $           | 9,459   |             
|Accounts receivable, less allowance for doubtful
      accounts of $1,237 and  |             |         |             
|$1,240 at March
      31, 2008 and December 31, 2007, respectively             |             | 25,541  |             
|                                                                              
|Unbilled services, less allowance for
      doubtful accounts of $911 at       |             |         |             
|March 31, 2008 and December 31, 2007                                           |             | 12,202  |             
|Prepaid expenses and taxes                                                     |             | 1,135   |             
|Deferred Tax asset, current
      portion                                      |             | 518     |             
|Other current assets                                                           |             | 1,364   |             
|Total current assets                                                           |             | 50,219  |             
|Property and
      equipment, net                                              |             | 6,181   |             
|Goodwill and Intangibles                                                       |             | 2.812   |             
|Restricted
      Cash                                                          |             | 4,875   |             
|Deferred taxes and other assets                                                |             | 2,694   |             
|                                                                               |             |         |             
|Total Assets                                                                   | $           | 66,781  |             
|                                                                              
|LIABILITIES AND SHAREHOLDERS EQUITY                                           |             |         |             
|CURRENT
      LIABILITIES                                                      |             |         |             
|Line of credit borrowings                                                      | $           | 6,852   |             
|Accounts payable                                                               |             | 3,406   |             
|Accrued payroll and related
      taxes                                        |             | 11,882  |             
|Accrued expenses and other current
      liabilities                           |             | 4,290   |             
|Deferred revenue                                                               |             | 3,300   |             
|Current portion of obligations under capital
      lease                       |             | 454     |             
|Total current liabilities                                                      |             | 30,184  |             
|Obligations
      under capital lease, net of current portion                  |             | 225     |             
|Deferred revenue, net of current portion                                       |             | 743     |             
|Other long-term
      liabilities                                              |             | 545     |             
|                                                                               |             |         |             
|Total Liabilities                                                              |             | 31,697  |             
|                                                                              
|Commitments and contingencies                                                  |             |         |             
|Shareholders
      Equity                                                     |             |         |             
|Preferred stock, $.01 par value, 5,000
      shares authorized, none issued or |             |         |             
|outstanding                                                                    |             |        |             
|                                                                              
|Common stock, $.01 par value, 50,000 shares
      authorized and 42,160 shares |             |         |             
|issued and outstanding at March 31, 2008 and December 31,
      2007.          |             | 421     |             
|Additional paid-in capital                                                     |             | 71,413  |             
|                                                                              
|Accumulated deficit                                                            |             | (38,926 | )           
|                                                                              
|Accumulated other comprehensive
      income                                   |             | 2,176   |             
|                                                                               |             |         |             
|Total
      shareholders equity                                               |             | 35,084  |             
|                                                                               |             |         |             
|Total
      liabilities and shareholders equity                               | $           | 66,781  |             

See
accompanying notes.

4

---

INTELLIGROUP, INC.CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(UNAUDITED)(in thousands
except per share data)

|                                                    | THREE MONTHS ENDED MARCH 31,
|--------------------------------------------------- | ----------------------------
|                                                    | 2008                        
|Revenue                                             |                             
|                                                    |                             
|Cost of revenue                                     |                             
|                                                    |                             
|Gross profit                                        |                             
|                                                   
|Selling, general and administrative expenses        |                             
|                                                    |                             
|Depreciation and amortization                       |                             
|                                                    |                             
|Total operating expenses                            |                             
|                                                    |                             
|Operating Income/(loss)                             |                             
|                                                    |                             
|Interest expense, net                               |                             
|                                                    |                             
|Other income                                        |                             
|                                                    |                             
|Income/(loss) before income tax provision           |                             
|                                                    |                             
|Provision for income taxes                          |                             
|                                                    |                             
|Net income/(loss)                                   | $                           
|                                                   
|Income/(Loss) per share:                            |                             
|                                                    |                             
|Basic net income/(loss) per
      share             | $                           
|                                                    |                             
|Diluted net income/(loss) per
      share           | $                           
|                                                    |                             
|Weighted average number of common
      shares      |                             
|outstanding  basic                                 |                             
|                                                    |                             
|Weighted average number of common
      shares      |                             
|outstanding  diluted                               |                             
|                                                   
|Comprehensive income/(loss)                         |                             
|                                                    |                             
|Net income/(loss)                                   | $                           
|                                                    |                             
|Other comprehensive income /(loss) -
      currency |                             
|translation adjustments                             |                             
|                                                    |                             
|Comprehensive income/(loss)                         | $                           

See
accompanying notes.

5

---

INTELLIGROUP, INC.CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS(UNAUDITED)(in thousands)

|                                                                                 | THREE MONTHS ENDED MARCH 31,
|-------------------------------------------------------------------------------- | ----------------------------
|                                                                                 | 2008                        
|Cash flows from operating activities:                                            |                             
|                                                                                 |                             
|Net Profit / (loss)                                                              | $                           
|                                                                                 |                             
|Adjustments to reconcile net loss to net cash used in operating
      activities |                             
|                                                                                 |                             
|Net cash used in operating activities                                            |                             
|                                                                                 |                             
|Cash flows from investing activities:                                            |                             
|                                                                                 |                             
|Purchases of equipment                                                           |                             
|                                                                                 |                             
|Proceeds from sale of equipment                                                  |                             
|                                                                                 |                             
|Purchase of Investments                                                          |                             
|                                                                                 |                             
|Proceeds from sale of
      Investments                                          |                             
|                                                                                 |                             
|Net cash used in investing activities                                            |                             
|                                                                                 |                             
|Cash flows from financing activities:                                            |                             
|                                                                                 |                             
|Principal payments under capital
      leases                                    |                             
|Net change in line of credit borrowings                                          |                             
|Net cash provided by financing activities                                        |                             
|                                                                                
|Effect of foreign currency exchange rate changes on
      cash                   |                             
|                                                                                 |                             
|Net (decrease) increase in cash and cash equivalents                             |                             
|                                                                                 |                             
|Cash and cash equivalents - beginning of period                                  |                             
|Cash and cash
      equivalents - end of period                                  | $                           

See
accompanying notes.

6

---

INTELLIGROUP,
INC.NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)MARCH 31, 2008 AND
2007

NOTE 1-BASIS OF PRESENTATION

The
condensed consolidated financial statements and accompanying financial
information as of March 31, 2008 and for the three months ended March 31, 2008
and 2007 are unaudited and, in the opinion of management, include all
adjustments (consisting only of normal recurring adjustments) which the Company
considers necessary for a fair presentation of the financial position of the
Company at such dates and the operating results and cash flows for those
periods. The unaudited condensed consolidated financial statements included
herein have been prepared in accordance with accounting principles generally
accepted in the United States of America and the instructions of Form 10-Q and
Rule 10-01 of Regulation S-X. Pursuant to accounting requirements of the
Securities and Exchange Commission applicable to quarterly reports on Form 10-Q,
the accompanying unaudited condensed consolidated financial statements and these
notes do not include all disclosures required by accounting principles generally
accepted in the United States of America for audited financial statements.
Accordingly, these statements should be read in conjunction with the accounting
policies and Notes to Consolidated Financial Statements included in the
Companys consolidated financial statements filed on Form 10-K for the year
ended December 31, 2007.

The amounts
for the December 31, 2007 balance sheet have been extracted from the audited
consolidated financial statements included in our annual report on Form 10-K for
the year ended December 31, 2007.

The results
of the Companys operations for the three months ended March 31, 2008 are not
necessarily indicative of the results of operations to be expected for the full
year ending December 31, 2008.

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

***Earnings (loss) per
Common Share***

Basic net
income (loss) per share (EPS) is computed using the weighted average number of
common shares outstanding for the period. Diluted earnings per share include
additional dilution from potential common stock, such as stock issuable pursuant
to the exercise of stock options and warrants. Potential common stock is not
included in the computation of diluted earnings per share when the exercise
price of the outstanding options exceeds the current market value or the Company
reports a loss because to do so would be anti-dilutive for the periods
presented.

For the
three months ended March 31, 2008 and 2007, respectively, options to purchase
402,582 and 3,948,454 shares of common stock were not included in the
computation of diluted earnings (loss) per share because inclusion would have
been anti-dilutive.

***Derivative Instruments***

The Company
has entered into foreign currency derivative contracts to manage a portion of
its foreign currency risk related to U.S. Dollar denominated asset balances at
our Indian subsidiary. The foreign currency derivative contract is
marked-to-market and recorded at fair value with unrealized gains and losses
reported along with foreign currency gains or losses in the caption other
income (expense), on the Companys consolidated statements of operations and
comprehensive income (loss). During the three months March 31, 2008, the Company
entered into a foreign currency European option contracts totaling $12 million
to sell US dollars for Indian Rupees. As of March 31, 2008, a total of $43
million of notional amounts under option contracts remain and are expected to be
settled by May 2010.These contracts are expected to be settled monthly over the
period until the maturity date. The Company has an option to settle its option
contracts in the event the contracted rates are more favorable than the spot
rates prevalent.

At March 31, 2008, summary information
about the options is as follows.

|                     |  | Option
      Contracts         
|-------------------- |  | -------------------------------
|Notional Amount      |  | $43 million                    
|Rates                |  | INR 39.70 to
      43.45       
|Effective date       |  | 05/18/07, 11/28/07 and 01/17/08
|Maturity
      Dates |  | 4/28/2008 to
      05/26/10    
|Fair Value           |  | $ 0.8 million                  

***Income Taxes***

The Company
records tax expense/benefit based upon the taxable income/loss recorded in each
tax jurisdiction. The Company recorded an income tax expense of $0.3 million on
a pretax income of $2.2 million for the three months ended March 31, 2008 as
opposed to an income tax provision of $0.2 million on pretax loss of $3.2
million for the three months ended March 31, 2007. The Companys effective tax
rate reflects the impact of earnings in various tax jurisdictions as well as
historical losses incurred in certain of those jurisdictions.

The
Companys India subsidiary received tax assessments from the India taxing
authority denying tax exemptions claimed for certain revenue earned and
disallowing certain expenses claimed during the India subsidiarys fiscal years
ended March 31, 1998 through March 31, 2003. The combined revised additional tax
demands were for 30.1 million Indian rupees (or approximately $0.8 million) for
those years. They include tax penalties for the fiscal years ended March 31,
2001 of 1.4 million Indian rupees (or approximately $34,000). Against the total
additional tax demand of $0.8 million, the Company made payments of
approximately $0.8 million under protest to the India tax authority.

During the
year 2007, the Company received the judgment from Appellate Tribunal for the
fiscal years ended March 31, 1998 through March 31, 2000 that allowed the tax
exemptions in Companys favor to the extent of about $0.5 million and the terms
of the judgment required the India taxing authority to refund the cash advances
made by the Company along with interest. Based on above judgment, the Company
reversed in 2007 the tax provision to the extent of $0.5 million from the total
reserve of $0.8 million

7

---

INTELLIGROUP, INC.NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)MARCH 31, 2008 AND 2007

The Company is currently appealing at the
Appellate Tribunal stage for the fiscal years ended March 31, 2001 through March
31, 2003. In the event the Companys appeal is not successful; there will not be
any additional future cash outlay. However, in the event the Company is
successful, an amount up to approximately $0.2 million could be refunded to the
Company

*Goodwill and Intangibles*

The Company
does not amortize goodwill but instead tests goodwill at the reporting unit
level for impairment at least annually or as circumstances warrant. If
impairment is indicated, a write down to fair value (normally measured
discounting estimated cash flows) is recorded. Other intangibles represent
primarily customer relationships which are amortized on a straight line basis
over their estimated useful lives.

Pension Plan Liability

The Company
provides its employees in India with benefits under a defined benefit pension
plan, referred to as the Gratuity Plan. The Gratuity Plan provides a lump sum
payment to vested employees on retirement or on termination of employment in an
amount based on the respective employees salary and years of employment. The
Company determines its liability under the Gratuity Plan by actuarial valuation
using the projected unit credit method. Under this method, the Company
determines liability based upon the discounted value of salary increases until
the date of separation arising from retirement, death, resignation or other
termination of services. Critical assumptions used in measuring the plan expense
and projected liability under the projected unit credit method include the
discount rate, expected return on assets and the expected increase in the
compensation rates. The Company evaluates these critical assumptions at least
annually. The Company periodically evaluates and updates other assumptions used
in the projected unit credit method involving demographic factors, such as
retirement age and turnover rate, to reflect its experience. The mortality rates
used are consistent with those published by the Life Insurance Corporation of
India.

The discount
rate enables us to state expected future cash flows at a present value on the
measurement date. The discount rate used is equal to the yield on high quality
fixed income investments in India at the measurement date. The expected rate of
return on plan assets is estimated based on available market information, Indian
law which regulates such investments and historical returns.

Share-Based Compensation Plans

The
Companys share-based compensation plans are described in Note 6. The Company
adopted the provisions of Statement of Financial Accounting Standards No. 123
(Revised 2004), Share-Based Payment, (SFAS No. 123R) on January 1, 2006,
using the modified prospective transition method.

There were
twenty six share-based payment awards granted in the three months ended March
31, 2008. The Company recognizes compensation expense for all share-based
payment awards based on the grant date fair value estimated in accordance with
the provisions of SFAS No. 123R.

The fair
value of each option award is estimated on the date of grant using the
Black-Scholes option valuation model. The Company recognizes the fair value of
each option as compensation expense ratably using the straight-line attribution
method over the service period (generally the vesting period). The Black-Scholes
model incorporates the following assumptions:

- Expected volatility  the Company estimates the
  volatility of common stock at the date of grant using a combination of
  unadjusted historical volatility, and historical volatility adjusted for
  periods of unusual stock price activity.
- Expected term  the Company estimates the expected
  term of options granted based on a combination of vesting schedules, life of
  the option, historical experience and in cases where the Company does not have
  significant historical experience, the simplified method of determining
  expected term outlined in Staff Accounting Bulletin 107 is
  used.
- Risk-free interest rate  the Company estimates
  the risk-free interest rate using the U.S. Treasury yield curve in effect at
  the time of grant for periods equal to the expected life of the
  options.
- Dividends  the Company uses an expected dividend
  yield of zero since it has never declared or paid any dividends on its capital
  stock. The Company intends to retain any earnings to fund future growth and
  the operation of its business, and, therefore does not anticipate paying any
  cash dividends in the foreseeable future.

8

---

INTELLIGROUP, INC.NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)MARCH 31, 2008 AND 2007

Additionally, the Company estimates forfeitures at the time of grant and
revises those estimates in subsequent periods if actual forfeitures differ from
those estimates. It uses a combination of historical data, demographic
characteristics and other factors to estimate pre-vesting option forfeitures and
record share-based compensation expense only for those awards that are expected
to vest. SFAS No. 123R requires the cash flows resulting from the tax benefits
for tax deductions in excess of the compensation expense recorded for those
options to be classified as financing cash flows. There were no options
exercised during the three months ended March 31, 2008 and March 31, 2007.

NOTE 3-LINE OF CREDIT

On May 23,
2006, the Company and its wholly-owned subsidiary Empower, Inc. entered into a
second amended and restated revolving credit loan and security agreement and
second amended and restated revolving secured note (collectively Credit
Agreement) with Steel City Capital Funding, a division of PNC Bank, National
Association (the Bank). The Credit Agreement is comprised of a two year
revolving line of credit pursuant to which the Company can borrow up to $15.0
million at the Banks Base Rate (as defined in the Credit Agreement) of 5.25% as
of March 31, 2008, plus two (2%) percent. The credit facility is collateralized
by substantially all of the assets of the United States based operations and all
subsidiary stock (not to exceed 65% of the Equity Interests of any Foreign
Subsidiary). The maximum borrowing availability under the Credit Agreement is
based upon a percentage of eligible billed and unbilled accounts receivable. The
Credit Agreement provides for certain financial covenants that shall only be
tested as of the end of any fiscal quarter in which the average undrawn
availability has been less than five million dollars ($5.0 million) for a period
of thirty (30) consecutive days during such fiscal year.

The Companys credit facility expires
towards the end of May 2008. We are in the process of negotiating a new or
alternate credit facility. However, we cannot provide assurance that such new or
alternate credit facility will be available or if available will be on terms
favorable to us.

The Company was in compliance with
the applicable financial covenants of the loan agreement related to the Credit
Agreement as of March 31, 2008.

As of March
31, 2008, the Company had $3.8 million outstanding borrowings under the Credit
Agreement. The Company estimates undrawn availability under the Credit Facility
to be $11.2 million as of March 31, 2008.

On October
1, 2007, our subsidiaries Intelligroup Europe Ltd (IGE) and Intelligroup Asia
Pvt Ltd. (IGA) acquired certain assets including without limitation customer
contracts, fixed assets and employees from Novasoft Information Technology Ltd.,
(Novasoft Europe) and ISG Novasoft Technologies Limited (Novasoft India) for
an aggregate purchase price of three million one hundred thousand dollars
($3,100,000) ("Novasoft Acquisition").

In order to
finance a significant portion of the purchase price for the Novasoft
Acquisition, Intelligroup Europe Limited (IGE) received a loan of £1,500,000
from Lloyds Bank PLC Lloyds Bank TBS during 2007. This loan is secured by a
stand by letter of credit from Citibank N.A. (Citibank), for which
Intelligroup Asia Private Limited (IGA) has placed a hundred and ten percent
margin money deposits with Citibank. The loan is payable in three annual
installments of £500,000 starting October 2008, with interest payable monthly at
the rate of 6.75%. The Company has the option to repay this loan earlier and has
reflected the entire outstanding balance under Current Liabilities on the
Balance Sheet as at March 31, 2008.

NOTE 4-RESTRICTED CASH

*Restricted Cash*

During
October 2007 Intelligroup Asia Private Limited (IGA) a wholly owned
subsidiary of Intelligroup Inc. placed a hundred and ten percent margin money
deposits with Citibank N.A (Citibank) against a stand by letter of credit issued
by Citibank to Lloyds Bank TSB, London in connection with the Novasoft
Acquisition. This margin money deposit has been classified under restricted cash
on the balance sheet as on March 31, 2008. In addition IGA has few investments
primarily in mutual funds which it has placed with Citi Bank as a lien against
the derivative contracts which IGA has in place with Citi Bank. The various
components of restricted cash consist of the following as on March 31, 2008

| | Kind of
      Cash  |  | Restricted
      against                             |  | in
      thousands
| | ------------------- |  | ---------------------------------------------------- |  | ------------------
| | Fixed Deposit       |  | Letter of credit to Llyods Bank TSB                  |  | 3,445             
| | Investments         |  | Lien against
      derivative contracts              |  | 835               
| | Fixed Deposit       |  | Lien against derivative contracts                    |  | 306               
| | Fixed
      Deposit |  | Against various
      statutoty and customer related |  | 289               
| |                     |  | compliances                                          |  |                   
| | Total               |  |                                                      |  | 4,875             

NOTE 5-RELATED PARTY TRANSACTIONS

Effective
August 1, 2005, Intelligroup Asia Pvt. Ltd. (IGA) entered into an agreement to
lease certain premises for certain of the Companys India operations from iLabs
Hyderabad Technology Center Pvt. Ltd. (iLabs), a party with which two members
of the Companys Board of Directors, Srini 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 equivalent to nine (9)
months rent in the amount of 15.3 million Indian rupees (approximately
$375,000); (3) payment of monthly lease fees in the amount of 1.7 million Indian
rupees (approximately $42,000), subject to yearly five percent (5%) escalation;
and (4) monthly operations and maintenance fees of 0.3 million Indian rupees
(approximately $6,000). Rent paid for the three months ended March 31, 2008
towards the said lease was 7.3 million rupees (approximately $180,000). There
are no advance lease rentals as of March 31, 2008.

9

---

INTELLIGROUP, INC.NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)MARCH 31, 2008 AND 2007

NOTE 6-LITIGATION

There is no
pending litigation to which the Company is a party or to which any of its
property is subject that would have a material impact on its consolidated
financial condition, results of operations or cash flows in the event we were
unsuccessful in such litigation. However the Company cannot predict with
certainty the outcome of any litigation or the potential for future litigation
and any such matters could adversely affect its financial condition, results of
operations, cash flows and business.

NOTE 7-SHAREHOLDERS EQUITY

**Share-Based Compensation
Plans**

The Company
has four share-based compensation plans that reserve common shares for issuance
to key employees, consultants and directors, as described below. The
compensation cost that has been charged against income for those plans was $0.3
million for the three months ended March 31, 2008. The Company did not recognize
income tax benefit in the condensed consolidated statement of operations and
comprehensive loss for the first three months of 2008, due to its history of net
operating losses. No options were exercised during the three months ended March
31, 2008.

*Stock
Options:***

The 2004
Equity Incentive Award Plan (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 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 Prior Plan), and which are not issued under such plan, which
includes an increase of 500,000 shares pursuant to the third amendment to the
2004 plan which was adopted by the Board of Directors on May 4, 2006 and
approved by the stockholders of the Company on June 8, 2006. 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 of
the Board of Directors of the Company 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 receiving
incentive stock option award 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 may in its discretion issue non-qualified stock 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, provided however that the term of
any incentive stock 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 of 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 may 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.

10

---

INTELLIGROUP, INC.NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2008 AND 2007

NOTE 7-SHAREHOLDERS EQUITY(CONTINUED)

**Share-Based Compensation
Plans (Continued)**

The 1996
Stock Plan (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 administrator of
the 1996 Plan has the discretion to determine the optionees and/or grantees, the
type of options to be granted (incentive stock options or nonqualified stock
options), 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
incentive 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. The
exercise price of nonqualified stock options granted under the 1996 Plan 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, provided however 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.

In October
and November 2000, the Companys Board of Directors approved grants of options
for equity compensation plans not approved by security holders (the Out of
Plan options). Each of the Out of Plan 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. The price of the
options granted pursuant to the Out of Plan options is equal to the fair market
value of the shares on the date of grant.

The fair value of option grants is
estimated on the date of grant using the Black-Scholes option-pricing model
using the following weighted average assumptions:

| |                               | Three Months Ended
| | ----------------------------- | ------------------
| |                               | March 31          
| |                               | 2008              
| | Expected Volatility           | 84.69%            
| | Expected
      Lives(years)   | 6.0625            
| | Risk
      free Interest Rate | 2.80%             
| | Expected
      Dividends      | 0%                

The weighted average grant date fair
value of options granted during the three months ended March 31, 2008 and 2007
was $1.56 and $0.97, respectively.

As of March
31, 2008, there was $1.8 million of total unrecognized compensation cost related
to the stock options. That cost is expected to be recognized over the next four
years.

11

---

INTELLIGROUP, INC.NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2008 AND 2007

NOTE 7-SHAREHOLDERS EQUITY(CONTINUED)

**Share-Based Compensation
Plans (Continued)**

The
following table summarizes the share-based compensation expense for stock
options that were recorded in accordance with SFAS No. 123R for the three months
ended March 31, 2008 and March 31, 2007 (in thousands except per share
information):

|                                                   | Three Months Ended
|-------------------------------------------------- | ------------------
|                                                   | March 31          
|                                                   | 2008              
|Cost of
      Revenue                              | $                 
|Selling, general and
      administrative expenses |                   
|Decrease in net income / Increase to net loss      | $                 
|                                                  
|Change
      in income / loss per share:           |                   
|Basic                                              | $                 
|Diluted                                            | $                 
|                                                  
|Basic Shares                                       | 42,160            
|Diluted Shares                                     | 42,493            

NOTE 8-SEGMENT DATA AND GEOGRAPHIC INFORMATION

The Company operates in one industry
segment, information technology solutions and services.

The Company has four reportable
geographic operating segments, which are organized and managed on a geographical
basis, as follows:

- United States (US)  the largest segment of the
  Company, with operations in the US and Puerto Rico. Includes the operations of
  the Companys US subsidiary, Empower, Inc., and
  all corporate functions and activities. The US and corporate headquarters is
  located in Edison, New Jersey;
- India  includes the operations of the Company in
  India, including services provided on behalf of other group subsidiaries,
  primarily to the US. The India offices are
  located in Hyderabad and Bangalore, India. A majority of total revenue
  generated in India is derived from providing offshore development and support services to customers through the
  Companys affiliated entities in other parts of the world, but predominantly with the United States.
- Europe  includes the operations of the Company in
  Denmark and the United Kingdom. The European offices are located in Milton
  Keynes, United Kingdom and Odense in
  Denmark
- Japan  includes the operations of the Company in
  Japan. The office is located in Tokyo, Japan.

The CEO has
been identified as the Chief Operating Decision Maker (CODM) because he has
final authority over resource allocation decisions and performance assessment.
The CODM regularly receives certain discrete financial information about the
geographical operating segments, including primarily revenue and operating
income, to evaluate segment performance.

Accordingly,
the Companys consolidated operating results for the three months ended March
31, 2008 and 2007 are presented in the following geographic segments (in
thousands):

12

---

INTELLIGROUP, INC.NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2008 AND 2007

NOTE 8-SEGMENT DATA AND GEOGRAPHIC INFORMATION(CONTINUED)

|                                        |  | United States |   | India |        | Europe |        | Japan |  | Total
|--------------------------------------- |  | ------------- | - | ----- | ------ | ------ | ------ | ----- |  | -----
|Three Months ended March 31, 2008       |  |               |   |       |        |        |        |       |  |      
|Revenue                                 |  | 22,366        |   |       | 10,881 |        | 4,070  |       |  | 1,137
|Operating Income / (Loss)               |  | 419           |   |       | 950    |        | 228    |       |  | 109  
|Income Tax
      Expense                |  | (8            | ) |       | 270    |        | 64     |       |  | -    
|Net
      Income / (Loss)               |  | 522           |   |       | 719    |        | 279    |       |  | 342  
|Property &
      Equipment, net         |  | 562           |   |       | 3,006  |        | 2,548  |       |  | 65   
|Total
      Assets                      |  | 34,996        |   |       | 18,590 |        | 10,913 |       |  | 2,282
|Three Months
      ended March 31, 2007 |  |               |   |       |        |        |        |       |  |      
|Revenue                                 |  | 20,553        |   |       | 9,026  |        | 2,409  |       |  | 713  
|Operating Income /
      (Loss)         |  | (3,475        | ) |       | 774    |        | (231   | )     |  | (116 
|Income
      Tax Expense                |  | 5             |   |       | 228    |        | -      |       |  | -    
|Net Income /
      (Loss)               |  | (3,474        | ) |       | 422    |        | (264   | )     |  | (96  
|Property & Equipment, net               |  | 832           |   |       | 3,282  |        | 1,244  |       |  | 53   
|Total
      Assets                      |  | 31,996        |   |       | 14,374 |        | 4,942  |       |  | 1,202

NOTE 9-COMMITMENTS AND CONTINGENCIES

On July 5, 2000, the Company distributed SeraNova
common stock to its shareholders in a transaction that was structured to be and
reported as a tax-free spinoff pursuant to Section 355 of the Internal Revenue
Code (IRC Section 355). For distributions of stock qualifying under IRC
Section 355, neither the Company nor the Companys shareholders recognize any
gain or income in connection with the transaction for US federal income tax
purposes. The Company and SeraNova executed a Tax Sharing Agreement, dated
January 1, 2000 (Tax Sharing Agreement), whereby SeraNova would indemnify the
Company for any tax liabilities in the event a future transaction of SeraNova
results in the spin-off is being deemed a taxable event. On October 27, 2000,
SeraNova and Silverline Technologies, Inc. announced that they had entered into
an agreement and plan of merger, under which Silverline Technologies, Inc. would
acquire control of SeraNova in exchange for American depository shares of
Silverline. Subsequently, SeraNova and Silverline Technologies, Inc. filed for
Chapter 7 Bankruptcy on August 8, 2003. As a condition to the distribution,
SeraNova management represented that there was no present plan, nor intent to
enter into a subsequent transaction that would disturb the intended taxfree
nature of the distribution.

IRC Section
355(e) provides that the Company may be required to recognize a gain equal to
the excess of the fair market value of the SeraNova shares distributed over
their tax basis if the distribution is part of a plan pursuant to which one or
more persons acquire 50% or more of SeraNova common stock within two years of
the distribution date. Should the spin-off ultimately be construed as taxable
the resultant tax liability could be in the range of $55 million to $65 million
and related penalties (if assessed) and interest could increase the amount by
$40 million to $50 million as at March 31, 2008, depending on the facts that
ultimately are established. No future benefits would inure to the Company as a
result of imposition of a tax on the SeraNova distribution, and no reserve has
been recorded for this potential tax. However, should such a tax liability be
imposed, the Company may be able to utilize some of its existing net operating
losses to mitigate this tax liability.

Employment Agreements

As of March
31, 2008, the Company had employment agreements with certain of its executive
officers, which provide for minimum payments in the event of termination for
reasons other than just cause. The aggregate amount of compensation commitment
in the event of termination under such agreements is approximately $1.0 million.
In addition, IGA had entered into Severance Packages totaling approximately $0.7
million with certain former members of the IGA management team. Pursuant to the
terms of the Agreement for Severance Package, the Severance Package is activated
upon the fulfillment of certain events, including a change in management of the
Company or IGA. In April 2005, following the termination of the Companys Chief
Executive Officer, three members of the IGA management team, each of whom had a
Severance Package, resigned. Except as set forth below, to date, the Company has
not received any claim for payment of the Severance Package. In September 2005,
two former members of the IGA management team sent IGA notices under Section 433
and 434 of the Indian Companies Act, 1956 for payment of such Severance Package.
Such claims have not been pursued since such initial notice was served, and the
Company does not believe that such severance amount is owed. In the event the
Company is unsuccessful in defending against such claim for payment, the Company
would owe approximately $0.7 million to such individuals.

13

---

INTELLIGROUP, INC.NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2008 AND 2007

NOTE 10- RECENT ACCOUNTING
PRONOUNCEMENTS

In September
2006, the Financial Accounting Standards Board (FAS) issued FAS No. 157, Fair
Value Measurements (FAS 157), which defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. SFAS 157 does not require
any new fair value measurements, but provide guidance how to measure fair value
by providing a fair value hierarchy used to clarify the source of information.
SFAS 157-2 which delayed the effective date of SFAS 157 for all non financial
assets and non financial liabilities, except that those are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually ). This FAP partially defers the effective date of statement 157
to fiscal years beginning after November 15, 2008 and interim periods within
those fiscal years for interim within the scope of this FSP. The Company adopted
FAS 157 for all financial assets and liabilities required to be measured at fair
value on a recurring basis, prospectively from January 1, 2008. The application
of FAS 157 for financial instruments which are periodically measured at fair
value did not have any significant impact on earnings nor the financial position
since the fair values of the Companys financial assets and liabilities
(consisting primarily of its foreign exchange option contracts and certain
market securities) are based either on observable market prices or on other
observable inputs.

In February 2007, the FASB issued
FAS No.159, The Fair Value Option for Financial Assets and Financial Liabilities
 including an amendment of FASB 115 (SFAS 159) which allows an entity to
choose to measure certain financial instruments and liabilities at fair value.
Subsequent measurements for the financial instruments and liabilities an entity
elects to fair value will be recognized in earnings and this election is
irrevocable. SFAS 159 also establishes additional disclosure requirements.
FAS159 is effective for the Company beginning January 1, 2008. The Company has
not elected to apply the fair value option to any of its financial instruments.

In December
2007, the FASB issued FAS No.141 (revised 2007), Business Combinations (FAS
141R). SFAS 141R establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any non controlling interest in the acquiree
and the goodwill acquired. SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination. This statement is effective beginning January 1, 2009. The Company
is currently evaluating the potential impact of the adoption of FAS 141R on its
consolidated financial position, results of operations or cash flows.

In December
2007, the FASB issued SFAS No.160, Non Controlling Interests in Consolidated
Financial Statements-an amendment of Accounting Research Bulletin No.51 (FAS
160). SFAS 160 establishes accounting and reporting standards for ownership
interests in subsidiaries held by the parties other than parent, the amount of
the consolidated net income attributable to the parent and to the non
controlling interest, changes in parents ownership interest, and the valuation
of retained non controlling equity investments when a subsidiary is
deconsolidated. SFAS 160 also establishes disclosure requirements that clearly
identify and distinguish between the interests of the parent and interests of
the non controlling owners. This statement is effective for the Company
beginning January 1, 2009. The Company is currently evaluating the potential
impact of the adoption of FAS 141R on its consolidated financial position,
results of operations or cash flows.

In March
2008, The FASB issued SFAS No.161 Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No.133 (FAS 161). FAS161
enhances disclosures about the Companys derivative and hedging activities and
thereby improves the transparency of financial reporting. This statement is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008.

NOTE 11- OTHER INCOME/ (EXPENSE)

Other
income/ (expense) results from transaction gains or losses associated with
changes in foreign currency exchange rates, sublease income, dividend income
from investments and other items.

For the
three months ended March 31, 2008 and 2007, the Company recorded transaction
gains of approximately $0.3 million and $0.2 million, as a result of currency
translation, primarily as a result of currency fluctuations in Asia and Europe.
Additionally, for the three months ended March 31, 2008 the Company recorded
sublease income, dividend income and other items of approximately $0.2 million
compared with $0.2 million for the three months ended March 31, 2007.

NOTE 12- EMPLOYEE BENEFIT PLANS

The Gratuity
Plan provides a lump sum payment to vested employees on retirement or on
termination of employment in an amount based on the respective employees salary
and years of employment with the Company. Liabilities with regard to the
Gratuity Plan are determined by actuarial valuation. Current service costs for
the Gratuity Plan are accrued in the year to which they relate.

Net gratuity cost includes the
following components:

|                                |  | Three Months Ended |     | Three Months Ended
|------------------------------- |  | ------------------ | --- | ------------------
|                                |  | March 31           |     | March 31          
|                                |  | 2008               |     | 2007              
|Service
      Cost              |  | $                  | 42  |                   
|Interest
      Cost             |  | $                  | 11  |                   
|Actuarial (Gain) / Loss         |  | $                  | (53 | )                 
|Expected Return on
      Assets |  | $                  | -   |                   
|Net
      Gratuity Cost         |  | $                  | 0   |                   

14

---

INTELLIGROUP, INC.

Item 2 Managements Discussion and
Analysis of Financial Condition and Results of Operations

The following discussion of our results of
operations and financial condition should be read in conjunction with the
Financial Statements and Notes included in Part I. Financial Information. This
report contains forward looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 under Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.

Forward-looking statements include
statements with respect to our beliefs, plans, objectives, goals, expectations,
anticipations, assumptions, estimates, intentions, and future performance, and
involve known and unknown risks, uncertainties and other factors, which may be
beyond our control, and which may cause our actual results, performance or
achievements to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements.

All statements other than statements of
historical fact are statements that could be forward-looking statements. You can
identify these forward-looking statements through our use of words such as
may, will, can anticipate, assume, should, indicate, would,
believe, contemplate, expect, seek, estimate, continue, plan,
point to, project, predict, could, intend, target, potential, and
other similar words and expressions of the future.

Forward-looking statements may not be
realized due to a variety of factors, including, without limitation:

- the inability to generate new sales and maintain
  profitability;
- the inability to attract and retain a sufficient
  number of highly skilled technical employees, particularly senior level
  technical personnel and project managers;
- changes in the political, regulatory, and economic
  conditions in India, which is where a substantial portion of our operations
  are located;
- effects of competition in the information
  technology services industry where there is a very high level of competition
  for employees and customers;
- restrictions imposed by U.S. immigration
  regulation which could affect the ability of our employees who are primarily
  Indian nationals to obtain the necessary work visas to work in the United
  States;
- inability to maintain access to external
  funding;
- inability to maintain effective internal control
  over financial reporting or to remediate any weaknesses that may arise in the
  future;
- claims for damages by third parties, including
  liability claims arising from negligent acts, errors, mistakes or omission in
  rendering our IT professional services;
- our dependence on a limited number of large
  customers;
- a systems failure or disruption in
  telecommunications could disrupt our business and result in lost customers and
  negative publicity;
- dependence on a limited number of software
  partners;
- disruption to our operations, including
  disruptions caused by geopolitical conditions in India;
- the effects of volatility and lack of liquidity in
  our common stock;
- our inability to protect our intellectual
  property;
- third party claims that our services infringe on
  their intellectual property rights;
- potential for increased tax liabilities in the
  range of $55 million to $65 million and related penalties (if assessed) and
  interest could increase such liability by an additional $40 million to $50
  million in the event the spin-off of our former subsidiary, SeraNova, is
  deemed taxable; and
- the factors listed under Item 1A. Risk Factors
  in our annual report on Form 10-K for the year ended December 31, 2007 and
  other reports that we file with the Securities and Exchange Commission.

All forward-looking statements are
expressly qualified in their entirety by this cautionary notice. You are
cautioned not to place undue reliance on any forward-looking statements, which
speak only as of the date of this report. We have no obligation, and expressly
disclaim any obligation, to update, revise or correct any of the forward-looking
statements, whether as a result of new information, future events or otherwise.
We have expressed our expectations, beliefs and projections in good faith and we
believe they have a reasonable basis. However, we cannot assure you that our
expectations, beliefs or projections will result or be achieved or accomplished.

15

---

INTELLIGROUP, INC.

Overview

In this
Section, the Company will discuss the following: (i) key factors in evaluating
the Companys financial performance; (ii) application of critical accounting
principles, which explains the accounting principles necessary to understand how
the Company records its financial information; (iii) results of operations -
consolidated, in which the Companys consolidated results are compared period to
period to recognize trends; (iv) results of operations by business segment,
which allows the Company to compare the results of its different business units;
(v) liquidity and capital resources; and (vi) recent accounting pronouncements,
which identifies new accounting literature that may have an impact on the
Companys future results.

Key Factors in Evaluating the Companys
Financial Performance

Management
believes the following factors should be considered when evaluating the
Companys reported financial information contained in Managements Discussion
and Analysis of Financial Condition and Results of Operations.

Revenue

The majority
of the Companys revenue is derived from professional services rendered to
customers. Revenue is typically recognized as services are performed. The
Companys services range from providing customers with a single consultant to
multi-personnel full-scale projects. Although the Company has contracts with
many of its customers to provide its services, in general, such contracts are
terminable upon relatively short notice, typically not more than 30 days. There
can be no assurance that the Companys customers will continue to enter into
contracts with the Company or that existing contracts will not be terminated.
The Company provides its services either directly to end-user organizations, or
as a member of a consulting team assembled by another IT consulting firm. Where
contractual provisions permit, customers also are billed for reimbursement of
expenses incurred by the Company on the customers behalf.

Fixed Price Projects

The Company
has provided services on certain projects in which it, at the request of the
clients, offers a fixed price for its services. For the three months ended March
31 2008 and 2007, revenue derived from projects under fixed price contracts
represented approximately 28% and 30% respectively of the Companys total
revenue. No single fixed price project was material to the Companys business
during the three months ended March 31, 2008 or 2007. The Company believes that,
as it pursues its strategy of providing application management services to
customers, it will continue to offer fixed price projects. The Company believes
that there are certain risks related to fixed price arrangements and thus prices
such arrangements to reflect the associated risk. There can be no assurance that
the Company will be able to complete such projects within the fixed price
timeframes. The failure to perform within such fixed price contracts, if entered
into, could have a material adverse effect on the Companys business, financial
condition and results of operations.

Customer Concentration

The Company
has derived and believes that it will continue to derive a significant portion
of its revenue from a limited number of customers and projects. For the three
months ended March 31, 2008 and 2007, the Companys ten largest customers
accounted for in the aggregate approximately 40% and 41% of its revenue,
respectively. During the three months ended March 31, 2008 no single customer
accounted for 10% or more of revenues. There can be no assurance that such IT
consulting firms will continue to engage the Company in the future at current
levels of retention, if at all.

Software Partners

For the
three months ended March 31, 2008 and 2007 the Company derived the following
percentages of total revenue from projects in which the Company implemented,
extended, maintained, managed or supported software developed by SAP, PeopleSoft
and Oracle.

|           | **Percentage of Revenues**
|---------- | --------------------------
|           | Three Months
      ended  
|           | March 31, 2008            
|SAP        | 80%                       
|PeopleSoft | 4%                        
|Oracle     | 6%                        
|e-Business | 5%                        
|Others     | 5%                        
|Total      | **100%**                  

*Markets*

The Company currently
serves the United States market with its headquarters in Edison (New Jersey),
and branch offices in Atlanta, GA, Naperville, II, and Milpitas CA. The Company
also maintains local offices to serve the markets in India, the United Kingdom,
Denmark and Japan. The Company leases its headquarters in Edison, New Jersey.
Such lease has an initial term of ten (10) years, which commenced in September
1998.

16

---

INTELLIGROUP, INC.

Expenses

The
Companys most significant cost is project personnel expenses, which consist of
consultant salaries, payroll taxes, benefits and subcontractor fees. Thus, the
Companys financial performance is based primarily upon billing margin (billable
hourly rate less the cost to the Company of a consultant on an hourly basis) and
personnel utilization rates (billable hours divided by paid hours).

Application of Critical Accounting
Policies

The
preparation of the Companys condensed consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. The
Companys estimates, judgments and assumptions are continually evaluated based
on available information and experience. Because of the use of estimates
inherent in the financial reporting process, actual results could differ from
those estimates.

Certain of
the Companys accounting policies require higher degrees of judgment than others
in their application. These include revenue recognition and allowance for
doubtful accounts, impairments and estimation of useful lives of long-term
assets, income tax recognition of current and deferred tax items, assumptions
used in valuing stock-based compensation arrangements, and accruals for
contingencies.

There have
been no material changes to our critical accounting policies and estimates as
identified in Item 7, Managements Discussion and Analysis of Financial
Condition and Results of Operations, included in our annual report on Form 10-K
for the fiscal year ended December 31, 2007.

Results of Operations - Consolidated

The following table sets forth for
the periods indicated certain financial data expressed as a percentage of total
revenue:

|                                                            |  | Percentage of Revenue            
|----------------------------------------------------------- |  | ---------------------------------
|                                                            |  | Three months ended March
      31
|                                                            |  | 2008                             
|Revenue                                                     |  | 100.0                            
|Cost of
      Revenues                                      |  | 70.3                             
|Grsoss Profit                                               |  | 29.7                             
|                                                           
|Selling
      general and administrative expenses           |  | 23.4                             
|Depreciation and
      amortization                         |  | 1.9                              
|Total operating expenses                                    |  | 25.3                             
|Operating Gain /(Loss)                                      |  | 4.4                              
|Interest Expense                                            |  | (0.1                             
|Other
      Income                                          |  | 1.4                              
|Income
      / (Loss) before income tax provision (benefit) |  | 5.7                              
|Income Tax                                                  |  | 0.9                              
|Net
      income / (loss)                                   |  | 4.8                              

17

---

INTELLIGROUP, INC.

Three Months Ended March 31, 2008
Compared to Three Months Ended March 31, 2007

The following discussion compares
the consolidated results of operations for the three months ended March 31, 2008
and 2007.

Revenue. Total revenue increased by
17.7% or $5.7 million, from $32.7 million for the three months ended March 31,
2007 to $38.4 million for the three months ended March 31, 2008. The increase is
primarily due to increase in demand for the Companys consulting services in the
SAP market partially offset by decrease in demand for the Companys consulting
services in the PeopleSoft market. The Company expects to see the declining
trend in the demand for its consulting services in the PeopleSoft market.
Geographically, consolidated revenues have increased on account of an increase
in US revenues by $1.8 million, an increase in India revenues of $1.9 million,
an increase in Europe revenues of $1.7 million and an increase in Japan revenues
of $0.4 million. The increase in US revenue results primarily from increased
demand for the Companys consulting services in the local ERP markets. The
increase in India revenues was primarily attributable to increased demand for
offshore services from customers in the United States, as a majority of the
total revenue generated in India is derived from providing offshore development
and support services to customers sourced through the Companys affiliated
entities in other parts of the world, but predominantly with the United States.
The increase in European revenue is due to increased demand in the local ERP
market and on account of Novasoft acquisition in the fourth quarter of 2007. The
increase in Japan revenues results primarily from increased demand for the
Companys consulting services within the local SAP market.

Cost of
revenue and gross profit. The Companys cost
of revenue increased by 3.0% or $0.8 million, from $26.2 million for the three
months ended March 31, 2007 to $27.0 million for the three months ended March
31, 2008, due primarily to the increase in headcount and related compensation
and travel related costs for consultants. The Companys gross profit increased
by 76.8%, or $5.0 million, from $6.5 million for the three months ended March
31, 2007 to $11.4 million for the three months ended March 31, 2008. Gross
margin increased from 19.8% for the three months ended March 31, 2007 to 29.7%
for the three months ended March 31, 2008. The increase in gross profit and
gross margin is primarily due to the combination of increased revenues and
improved resource management and utilization.

Selling,
general and administrative expenses. Selling,
general and administrative expenses primarily consist of salaries and related
benefits for sales and general administrative personnel, occupancy costs,
related travel and entertainment and professional fees. Selling, general and
administrative expenses increased by 0.9%, or $0.1 million, from $8.9 million
for the three months ended March 31, 2007 to $9.0 million for the three months
ended March 31, 2008, and decreased as a percentage of revenue from 27.3% for
the three months ended March 31, 2007 to 23.4% for the three months ended March
31, 2008. The decrease is mainly on account of the Companys focus on effective
cost management strategies.

Income
tax provision (benefit). The Company recorded
an income tax provision of $0.3 million on a pretax income of $2.2 million for
the three months ended March 31, 2008 as opposed to an income tax provision of
$0.2 million on a pretax loss of $3.2 million for the three months ended March
31, 2007. The Companys effective tax rate reflects the impact of earnings in
various tax jurisdictions as well as historical losses incurred in certain of
those jurisdictions.

Interest expense and other income.The Company recorded a net interest expense
of $.0.06 million for the three months ended March 31, 2008 as opposed to $ 0.2
million for the three months ended March 31, 2007. The decrease is mainly on
account of reduction in prime rate and average outstanding loan balance with
Steel City. The Company recorded other income of $ 0.5 million for the three
months ended March 31, 2008 as opposed to $ 0.06 million during the three months
ended March 31, 2007. The increase in other income is mainly due to the
favorable movement in exchange rates during the three months ended March 31,
2008.

Results of Operations by Business
Segment

The Company operates in one industry
segment, information technology solutions and services.

The Company has four reportable
geographic operating segments, which are organized and managed on a geographical
basis, as follows:

- United States (US)  the largest segment of the
  Company, with operations in the US and Puerto Rico. Includes the operations of
  the Companys US subsidiary, Empower, Inc., and
  all corporate functions and activities. The US and corporate headquarters is
  located in Edison, New Jersey;
- India  includes the operations of the Company in
  India, including services provided on behalf of other group subsidiaries,
  primarily to the US. The India offices are
  located in Hyderabad and Bangalore, India; A majority of the total revenue
  generated in India is derived from providing
  off shore development and support services to customers through the Companys
  affiliated entities in other parts of the world , but predominantly with the United States.
- Europe  includes the operations of the Company in
  Denmark and the United Kingdom. The European offices are located in Milton
  Keynes, United Kingdom; and Odense in
  Denmark
- Japan  includes the operations of the Company in
  Japan. The office is located in Tokyo, Japan.

The revenues
are attributed to each segment on the basis of the location of the entity which
contracts with customer and on the basis of the inter-company agreements between
India and other affiliated entities. . The CEO has been identified as the Chief
Operating Decision Maker (CODM) because he has final authority over resource
allocation decisions and performance assessment. The CODM regularly receives
certain discrete financial information about the geographical operating
segments, including primarily revenue and operating income, to evaluate segment
performance.

18

---

INTELLIGROUP, INC.

Three Months Ended March 31, 2008
Compared to Three Months Ended March 31, 2007

The following discussion compares the
segment results of operations for the three months ended March 31, 2008 and
2007.

Revenue. The following table displays revenues by reportable segment (in
thousands).

|                    |  | Three months ended March 31,
|------------------- |  | ----------------------------
|                    |  | 2008                        
|                    |  | Dollars                     
|                    |  |                             
|United
      States |  | 22,366                      
|India               |  | 10,881                      
|Europe              |  | 4,070                       
|Japan               |  | 1,136                       
|Total               |  | 38,453                      

US revenue
increased by 8.8%, or $1.8 million, from $20.5 million for the three months
ended March 31, 2007 to $22.3 million for the three months ended March 31, 2008.
The increase is primarily on account of increased demand for the Companys
consulting services in the local ERP markets.

India
revenue increased by 20.6%, or $1.9 million, from $9.0 million for the three
months ended March 31, 2007 to $10.8 million for the three months ended March
31, 2008. The increase is attributable to increased demand for offshore services
from customers in the United States, as a majority of the total revenue
generated in India is derived from providing offshore development and support
services to customers sourced through the Companys affiliated entities in other
parts of the world, but predominantly with the United States. The increase is
also attributable to the decrease in the average exchange rate of USD against
INR by approximately 15% between March 31, 2007 and March 31, 2008.

Europe
revenue increased by 68.9%, or $1.7 million, from $2.4 million for the three
months ended March 31, 2007 to $4.1 million for the three months ended March 31,
2008. The increase in Europe revenue results primarily from increased demand for
the Companys consulting services in the local SAP market and Novasoft
acquisition towards the end of 2007.

Japan
revenue increased by 59.3% or $0.4 million, from $0.7 million for the three
months ended March 31, 2007 to $1.1 million for the three months ended March 31,
2008. The increase was due primarily to increased demand for the Companys
consulting services within the local SAP market.

*Operating Loss*. The following table displays operating income (loss) by
reportable segment (in thousands).

| |                     |  | Three months ended March 31,
| | ------------------- |  | ----------------------------
| |                     |  |                             
| | United
      States |  |                             
| | India               |  |                             
| | Europe              |  |                             
| | Japan               |  |                             
| | Total               |  |                             

US operating
performance improved by $3.9 million from an operating loss of $3.5 million for
the three months ended March 31, 2007 to an operating profit of $0.4 million for
the three months ended March 31, 2008. The improvement in operating performance
was primarily related to an improvement in resource utilization and a decrease
in general and administration expenses combined with increased
revenues.

India
operating income increased by $0.2 million from an operating profit of $0.8
million for the three months ended March 31, 2007 to an operating profit of $1.0
million for the three months ended March 31, 2008. The increase in operating
profit is primarily related to an increase in revenues.

Europe
operating performance increased by $0.4 million from an operating loss of $0.2
million for three months ended March 31, 2007 to an operating profit of $0.2
million for the three months ended March 31, 2008 primarily due to increase in
revenues as a result of increased demand for SAP products in the UK region.

Japan
operating performance increased by $0.2 million from an operating loss of $0.1
million for three months ended March 31, 2007 to an operating profit of $0.1
million for the three months ended March 31, 2008 primarily due to increase in
revenues as a result of increased demand for SAP products in the Japan region.

19

---

INTELLIGROUP, INC.

Liquidity and Capital Resources

Cash Position and Cash Flows

The Company
had cash and cash equivalents of $9.4 million at March 31, 2008 and $8.4 million
at December 31, 2007. The Company had working capital of $20.0 million at March
31, 2008 and $18.0 million at December 31, 2007. The increase in working capital
resulted primarily from an increase in cash generated from operating
activities.

Cash generated from operating
activities was $1.2 million for the three months ended March 31, 2008, resulting
primarily from the net profit of $1.8 million.

The Company
invested $0.3 million and $0.4 million in computer equipment, internal-use
computer software and office furniture, fixtures and leasehold improvements
during the three months ended March 31, 2008 and 2007, respectively.

Credit Facility

On May 23,
2006, the Company and its wholly-owned subsidiary Empower, Inc. entered into a
second amended and restated revolving credit loan and security agreement and
second amended and restated revolving secured note (collectively Credit
Agreement) with Steel City Capital Funding, a division of PNC Bank, National
Association (the Bank.) The Credit Agreement is comprised of a two year
revolving line of credit pursuant to which the Company can borrow up to $15.0
million at the Banks Base Rate (as defined in the Credit Agreement) plus two
(2%) percent. The credit facility is collateralized by substantially all of the
assets of the United States based operations and all subsidiary stock (not to
exceed 65% of the Equity Interests of any Foreign Subsidiary, as defined). The
maximum borrowing availability under the Credit Agreement is based upon a
percentage of eligible billed and unbilled accounts receivable.

The Company
was in compliance with the loan agreement related to the credit facility as of
March 31, 2008. The Company estimates undrawn availability under the credit
facility to be $11.1 million as of March 31, 2008.

In order to
finance a significant portion of the purchase price for the Novasoft
Acquisition, IGE received a loan of £1,500,000 from Lloyds Bank PLC Lloyds Bank
TBS during the twelve month period ended December 31, 2007. This loan is
secured by a stand by letter of credit from Citibank N.A. (Citibank), for
which Intelligroup Asia Private Limited (IGA) has placed a hundred and ten
percent margin money deposits with Citibank. The loan is payable in three annual
installments of₤500,000 starting October 2008, with interest payable monthly at the rate
of 6.75%. The Company has the option to repay this loan earlier and has
reflected the entire outstanding balance under Current Liabilities on the
Balance Sheet as at March 31, 2008.

*Cash to Fund Operating
Activities*

The Company
relies on the cash generated by operating activities, cash on hand and the
financing available under its credit facility to fund ongoing operations. The
Companys credit facility with the Bank represents its sole source of external
financing for ongoing business operations. The Companys operating plan depends
on continued borrowing availability under this credit facility or securing
alternate sources of financing. The Company must comply with certain covenants
or secure from the Bank waivers of any default on such covenants to maintain its
line of credit with the Bank. Given the Companys variable operating performance
in the past few years, there can be no assurances that the Company will be able
to maintain compliance with its bank covenants or obtain waivers of any
defaults.

The
Companys credit facility expires towards the end of May 2008. We are in the
process of negotiating a new or alternate credit facility. While we expect to
successfully negotiate additional credit facilities, we cannot provide assurance
that such new or alternate credit facility will be available or if available
will be on terms favorable to us

The
Companys 2008 operating plan contains assumptions regarding revenue and
expenses. The achievement of the operating plan depends heavily on the timing of
work performed by the Company on existing projects and the ability of the
Company to gain and perform work on new projects. Project cancellations, delays
in the timing of work performed by the Company on existing projects or the
inability of the Company to gain and perform work on new projects, or ability to
timely collect cash from its customers could have an adverse impact on the
Companys ability to execute its operating plan and maintain adequate cash flow.
In the event actual results do not meet the operating plan, management believes
it could execute contingency plans to mitigate such effects. Such plans include
reductions in capital expenditures and operating costs, and/or seeking
additional financing. In addition, the Company may seek additional financing
from time to time to fund its cash requirements for operating expenses and
capital expenses; however, the availability of financing may be limited because,
among other things, the Company is not currently listed on a national stock
exchange. Assuming that the Company achieves the revenue and expense targets
included in the Companys operating plan, management believes that the Companys
cash on hand and cash generated by operations and borrowings under its credit
facility will be sufficient to fund the Companys current and planned operations
through at least the next twelve months.

20

---

INTELLIGROUP, INC.

Item 3. Quantitative and Qualitative
Disclosures about Market Risk.

Although the
Company cannot accurately determine the precise effect thereof on its
operations, it does not believe inflation or interest rate changes have
historically had a material effect on its revenues or results of operations.
Significant effects of inflation, currency fluctuations and changes in interest
rates on the economies of the United States, Asia and Europe could favorably or
adversely impact the Companys revenues and results of operations in the future.
If there is a material change in the relationship between European currencies
and/or Asian currencies and the United States Dollar, such change could
materially affect the result of the Companys European and/or Asian operations
as reflected in the Companys consolidated financial statements.

The Company
is exposed to foreign currency exchange rate risk in the ordinary course of
doing business as it transacts or holds a portion of funds in foreign
currencies, particularly the Indian Rupee. Accordingly, management periodically
evaluates the need for hedging strategies to mitigate the effect of foreign
currency fluctuations. As of March 31, 2008, $43.0 million of the foreign
currency European Option contracts remain outstanding which are expected to be
settled by May 2010. The details of such derivative contracts are given below.

|                     |  | Option
      Contracts        
|-------------------- |  | ------------------------------
|Notional Amount      |  | $43 million                   
|Rates                |  | INR 39.70 to
      43.45      
|Effective date       |  | 05/18/07,11/28/07 and 01/17/08
|Maturity
      Dates |  | 4/28/2008 to
      05/26/10   
|Fair Value           |  | $ 0.8 million                 

Management may continue to enter into such
contracts in the future to reduce foreign currency exposure to appreciation or
depreciation in the value of certain foreign currencies. Other than the
aforementioned derivative contracts, the Company has not engaged in hedging
activities nor entered into off-balance sheet transactions, arrangements or
other relationships with unconsolidated entities or other persons that are
likely to affect liquidity or the availability of or requirements for capital
resources.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company
is responsible for maintaining disclosure controls and procedures designed to
ensure that information required to be disclosed in its Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the Securities Exchange Commissions rules and regulations, and that such
information is accumulated and communicated to its management, including its
chief executive officer and chief financial officer, as appropriate, to allow
for timely decisions regarding required disclosure. The Companys management,
with the participation of the Companys Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this report. In designing
and evaluating the Companys disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving their objectives
and management necessarily is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures and implementing
controls and procedures based upon the application of managements judgment.
Based on its evaluation, the Companys principal executive officer and principal
financial officer have concluded that, as of March 31, 2008, its disclosure
controls and procedures were effective as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act .

Changes in Internal Controls

During the
quarter ended March 31, 2008, the Company hired and transitioned to a new Global
Finance Controller. Except as noted herein, there were no changes in the
Companys internal control over financial reporting during the quarter ended
March 31, 2008, that materially affected, or are reasonably likely to materially
affect, its internal control over financial reporting.

21

---

INTELLIGROUP,
INC.

PART
II.     OTHER INFORMATION

Item 1. Legal
Proceedings

There is no pending litigation to
which the Company is a party or to which any of its property is subject that
would have a material impact on its consolidated financial condition, results of
operations or cash flows in the event we were unsuccessful in such litigation.
However the Company cannot predict with certainty the outcome of any litigation
or the potential for future litigation and any such matters could adversely
affect its financial condition, results of operations, cash flows and
business.

Item 1a. Risk
Factors

There have been no material changes
to our risk factors previously disclosed in our annual report on Form 10-K for
the period ended December 31, 2007.

Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds

There are no matters to report
subject to this Item for the period ended March 31, 2008.

Item 3.
Defaults Upon Senior Securities

There are no matters to report
subject to this Item for the period ended March 31, 2008.

Item 4.
Submission of Matters to a Vote of Security Holders

There are no matters to report
subject to this Item for the period ended March 31, 2008.

Item 5. Other
Information

There are no matters to report
subject to this Item for the period ended March 31, 2008.

22

---

INTELLIGROUP, INC.

EXHIBIT
INDEX

|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2           |  | Agreement and Plan of Merger of the Company and its
      wholly owned subsidiary Oxford Systems Inc. dated December 2, 1996
      (Incorporated by reference to the Company's Annual Report on Form 10-KSB
      for the year ended December 31, 1996.)                                                                                                                                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.1         |  | Amended and Restated Certificate of Incorporation
      dated December 27, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|           
|3.2         |  | Amended and Restated Bylaws. (Incorporated by
      reference to the Company's Registration Statement on Form SB-2
      (Registration Statement No. 333-5981) declared effective on September 26,
      1996.)                                                                                                                                                                                                                                                                                                                         
|           
|4.1         |  | Shareholder Protection Rights Agreement dated as of
      November 6, 1998, between the Company and American Stock Transfer &
      Trust Company which includes (I) the Form of Rights Certificate and (ii)
      the Certificate of Amendment to the Amended and Restated Certificate of
      Incorporation of Intelligroup, Inc. (Incorporated by reference to Exhibit
      No. 4.1 of the Company's Report on Form 8-K dated November 9, 1998, filed
      with the Securities and Exchange Commission on November 9,
      1998.)
|           
|4.2         |  | Amendment dated September 29, 2004 to the Shareholder
      Protection Rights Agreement dated November 6, 2004. (Incorporated by
      reference to Exhibit No. 4.1 of the Companys Report on Form 8-K dated
      September 29, 2004, filed with the Securities and Exchange Commission on
      October 5, 2004.)                                                                                                                                                                                                                    
|           
|10.1*       |  | 1996 Stock Plan, as amended, of the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|           
|10.2*       |  | 1996 Non-Employee Director Stock Option Plan.
      (Incorporated by reference to the Company's Registration Statement on Form
      SB-2 (Registration Statement No. 333-5981) declared effective on September
      26, 1996.)                                                                                                                                                                                                                                                                                                        
|           
|10.3*       |  | Form of Indemnification Agreement entered into by the
      Company and each of its Directors and officers. (Incorporated by reference
      to the Company's Registration Statement on Form SB-2 (Registration
      Statement No. 333-5981) declared effective on September 26,
      1996.)                                                                                                                                                                                                                                          
|           
|10.4*       |  | Employment Agreement dated October 1, 1999 between the
      Company and Nicholas Visco. (Incorporated by reference to the Companys
      Annual Report on Form 10-K for the year ended December 31, 1999.) See
      Exhibit 10.23.                                                                                                                                                                                                                                                                                                   
|           
|10.5*       |  | Employee's Invention Assignment and Confidentiality
      Agreement. (Incorporated by reference to the Company's Registration
      Statement on Form SB-2 (Registration Statement No. 333-5981) declared
      effective on September 26, 1996.)                                                                                                                                                                                                                                                                                       
|           
|10.6        |  | Services Provider Agreement by and between Oracle
      Corporation and the Company dated July 26, 1994. (Incorporated by
      reference to the Company's Registration Statement on Form SB-2
      (Registration Statement No. 333-5981) declared effective on September 26,
      1996.) See Exhibit 10.8.                                                                                                                                                                                                                           
|           
|10.7        |  | Agreement by and between the Company and Intelligroup
      Asia Private Limited ("Intelligroup Asia") relating to operational control
      of Intelligroup Asia, with related agreements. (Incorporated by reference
      to the Company's Registration Statement on Form SB-2 (Registration
      Statement No. 333-5981) declared effective on September 26,
      1996.)                                                                                                                                                          
|           
|10.8        |  | Amendment No. 1 to Services Provider Agreement by and
      between Oracle Corporation and the Company dated December 30, 1996.
      (Incorporated by reference to the Company's Annual Report on Form 10-KSB
      for the year ended December 31, 1996.) See Exhibit
  10.6.                                                                                                                                                                                                                                                         
|           
|10.9        |  | R/3 National Logo Partner Agreement by and between SAP
      America, Inc. and the Company dated as of April 29, 1997. (Incorporated by
      reference to the Company's Registration Statement on Form SB-2
      (Registration Statement No. 333-29119) declared effective on June 26,
      1997.) See Exhibits 10.10, 10.14 and 10.24.                                                                                                                                                                                              
|           
|10.10       |  | ASAP Partner Addendum to R/3 National Logo Partner
      Agreement between SAP America, Inc. and the Company effective July 1, 1997
      (amends existing R/3 National Logo Partner Agreement). (Incorporated by
      reference to the Company's Quarterly Report on Form 10-QSB for the quarter
      ended September 30, 1997.) See Exhibits 10.9, 10.14 and
      10.24.                                                                                                                                                           
|           
|10.11       |  | Implementation Partner Agreement between PeopleSoft,
      Inc. and the Company effective July 15, 1997. (Incorporated by reference
      to the Company's Quarterly Report on Form 10-QSB for the quarter ended
      September 30, 1997.) See Exhibit 10.13.                                                                                                                                                                                                                                                                          
|           
|10.12       |  | Lease Agreement between Alfieri-Parkway Associates, as
      Landlord, and Intelligroup, Inc., as Tenant, dated March 17, 1998.
      (Incorporated by reference to the Company's Quarterly Report on Form 10-Q
      for the quarter ended March 31, 1998.)                                                                                                                                                                                                                                                                            
|           
|10.13       |  | Fifth Amendment to the Implementation Partner
      Agreement dated July 15, 1998, between the Company and PeopleSoft, Inc.
      See Exhibit 10.11.                                                                                                                                                                                                                                                                                                                                                                                    

23

---

|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                     
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14       |  | Amendment to the National Implementation Partner
      Agreement dated as of January 1, 1999, between SAP America and the
      Company. See Exhibits 10.9, 10.10 and 10.24.                                                                                                                                                               
|           
|10.15       |  | Contribution Agreement by and between Intelligroup,
      Inc. and SeraNova, Inc. dated as of January 1, 2000. (Incorporated by
      reference to the Company's Annual Report on Form 10-K for the year ended
      December 31, 1999.)                                                                                                   
|           
|10.16       |  | Distribution Agreement by and between Intelligroup,
      Inc. and SeraNova, Inc. dated as of January 1, 2000. (Incorporated by
      reference to the Company's Annual Report on Form 10-K for the year ended
      December 31, 1999.)                                                                                                   
|           
|10.17       |  | Services Agreement by and between Intelligroup, Inc.
      and SeraNova, Inc. dated as of January 1, 2000. (Incorporated by reference
      to the Company's Annual Report on Form 10-K for the year ended December
      31, 1999.)                                                                                                       
|           
|10.18       |  | Space Sharing Agreement by and among Intelligroup,
      Inc. and SeraNova, Inc. dated as of January 1, 2000. (Incorporated by
      reference to the Company's Annual Report on Form 10-K for the year ended
      December 31, 1999.)                                                                                                    
|           
|10.19       |  | Tax Sharing Agreement by and between Intelligroup,
      Inc. and SeraNova, Inc. dated as of January 1, 2000. (Incorporated by
      reference to the Company's Annual Report on Form 10-K for the year ended
      December 31, 1999.)                                                                                                    
|           
|10.20       |  | Amended and Restated Revolving Credit Loan and
      Security Agreement among the Company, Empower, Inc. and PNC Bank, National
      Association. (Incorporated by reference to the Company's Quarterly Report
      on Form 10-Q for the quarter ended June 30, 2000.)                                                                   
|           
|10.21       |  | Amended and Restated Promissory Note by and between
      the Company and SeraNova, Inc. dated as of May 31, 2000. (Incorporated by
      reference to the Company's Report on Form 8-K/A filed September 14, 2000.)
      See Exhibit 10.22.                                                                                              
|           
|10.22       |  | Agreement and Waiver with respect to Amended and
      Restated Promissory Note by and between the Company and SeraNova, Inc.
      dated as of September 29, 2000. (Incorporated by reference to the
      Company's Quarterly Report on Form 10- Q for the quarter ended September
      30, 2000.) See Exhibit 10.21.                   
|           
|10.23*      |  | First Amendment to Employment Agreement between the
      Company and Nicholas Visco dated November 1, 2000. (Incorporated by
      reference to the Companys Annual Report on Form 10-K for the year ended
      December 31, 2000.) See Exhibit 10.4.                                                                                   
|           
|10.24       |  | mySap.com Partner-Services Addendum effective June 7,
      2000 to R/3 National Logo Partner Agreement between SAP America, Inc. and
      the Company. (Incorporated by reference to the Companys Annual Report on
      Form 10-K for the year ended December 31, 2000.) See Exhibits 10.9, 10.10
      and 10.14.                     
|           
|10.25       |  | Service Alliance Master Agreement and Addendums dated
      May 5, 2000 between PeopleSoft, Inc. and the Company. (Incorporated by
      reference to the Companys Annual Report on Form 10-K for the year ended
      December 31, 2000.)                                                                                                
|           
|10.26       |  | First Amendment to Loan Documents and Waiver Agreement
      dated March 27, 2002 between the Company, Empower, Inc. and PNC Bank,
      National Association. (Incorporated by reference to the Company's Annual
      Report on Form 10-K for the year ended December 31,
  2001.)                                                       
|           
|10.27*      |  | Amended and Restated Employment Agreement dated
      September 20, 2002 between the Company and Nagarjun Valluripalli.
      (Incorporated by reference to the Companys Quarterly Report on Form 10-Q
      for the quarter ended September 30, 2002.)                                                                                   
|           
|10.28       |  | Second Amendment to Loan Documents and Waiver
      Agreement dated January 6, 2003 between the Company, Empower, Inc. and PNC
      Bank, National Association. (Incorporated by reference to the Company's
      Annual Report on Form 10-K for the year ended December 31,
      2002.)                                                 
|           
|10.29       |  | Third Amendment to Loan Documents and Waiver Agreement
      dated July 31, 2003 between the Company, Empower, Inc. and PNC Bank,
      National Association. (Incorporated by reference to the Companys Current
      Report on Form 8-K dated July 31, 2003, filed with the Securities and
      Exchange Commission on August 5, 2003.)
|           
|10.30       |  | Agreement dated August 7, 2003, by and between
      Intelligroup, Inc. and Ashok Pandey. (Incorporated by reference to the
      Companys Current Report on Form 8-K dated August 7, 2003, filed with the
      Securities and Exchange Commission on August 12,
2003.)                                                                  
|           
|10.31*      |  | Employment Agreement dated March 25, 2004 between the
      Company and Christian Misvaer. (Incorporated by reference to the Companys
      Annual Report filed on Form 10-K for the year ended December 31,
      2003.                                                                                                                  
|           
|10.32       |  | Fourth Amendment to Loan Documents and Waiver
      Agreement dated October 22, 2003 between the Company, Empower, Inc. and
      PNC Bank, National Association. (Incorporated by reference to the
      Companys Quarterly Report on Form 10-Q for the quarter ended September
      30, 2003.)                                         

24

---

|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.33*      |  | Separation Agreement between Nicholas Visco and
      Intelligroup, Inc. dated November 24, 2003. (Incorporated by reference to
      the Companys Current Report on Form 8-K dated November 24, 2003, filed
      with the Securities and Exchange Commission on November 24,
      2003.)                                                          
|           
|10.34       |  | Waiver Agreement dated March 22, 2004 between the
      Company, Empower, Inc. and PNC Bank, National Association. (Incorporated
      by reference to the Companys Annual Report on Form 10-K for the year
      ended December 31, 2003.)                                                                                                          
|           
|10.35*      |  | Employment Agreement effective as of April 5, 2004
      between the Company and David J. Distel. (Incorporated by reference to the
      Companys Current Report on Form 8-K dated March 31, 2004, filed with the
      Securities and Exchange Commission on April 5, 2004.)                                                                       
|           
|10.36*      |  | Separation Agreement between the Company and Ed Carr.
      (Incorporated by reference to the Companys Current Report on Form 8-K
      dated March 31, 2004, filed with the Securities and Exchange Commission on
      April 5, 2004.)                                                                                                             
|           
|10.37*      |  | 2004 Equity Incentive Award Plan.                                                                                                                                                                                                                                                                                                                     
|           
|10.38*      |  | Employment Agreement dated July 26, 2004 between the
      Company and Douglas Berto. (Incorporated by reference to the Companys
      Current Report on Form 8-K dated August 23, 2004, filed with the
      Securities and Exchange Commission on August 23,
2004.)                                                                                
|           
|10.39*      |  | First Amendment to the 2004 Equity Incentive Award
      Plan. (Incorporated by reference to the Companys Current Report on Form
      8-K dated September 29, 2004, filed with the Securities and Exchange
      Commission on October 5, 2004.)                                                                                                    
|           
|10.40       |  | Common Stock Purchase Agreement dated September 29,
      2004 by and between the Company, SB Asia Infrastructure Fund LP and
      Venture Tech Assets Ltd. (Incorporated by reference to the Companys
      Current Report on Form 8-K dated September 29, 2004, filed with the
      Securities and Exchange Commission on October 5,
2004.)      
|           
|10.41       |  | Fifth Amendment to Loan Documents and Waiver Agreement
      dated September 29, 2004 between the Company, Empower, Inc. and PNC Bank,
      National Association. (Incorporated by reference to the Companys Current
      Report on Form 8-K dated September 29, 2004, filed with the Securities and
      Exchange Commission on October 5, 2004.)
|           
|10.42*      |  | Separation Agreement between the Company and David J.
      Distel dated October 15, 2004. (Incorporated by reference to the Companys
      Current Report on Form 8-K dated October 15, 2004, filed with the
      Securities and Exchange Commission on October 15,
  2004.)                                                                       
|           
|10.43*      |  | Separation Agreement between the Company and Douglas
      Berto dated December 6, 2004. (Incorporated by reference to the Companys
      Current Report on Form 8-K dated December 6, 2004, filed with the
      Securities and Exchange Commission on December 10,
  2004.)                                                                        
|           
|10.44       |  | Amendment No. 1 to the Common Stock Purchase Agreement
      dated September 29, 2004. (Incorporated by reference to the Companys
      Current Report on Form 8-K dated March 25, 2005, filed with the Securities
      and Exchange Commission on March 25, 2005.)                                                                                 
|           
|10.45*      |  | Employment Agreement effective June 1, 2005 between
      the Company and Madhu Poomalil. (Incorporated by reference to the
      Companys Current Report on Form 8-K dated June 2, 2005, filed with the
      Securities and Exchange Commission on June 7, 2005.)                                                                                  
|           
|10.46*      |  | Second Amended and Restated Employment Agreement
      effective June 21, 2005 between the Company and Shirley Spoors.
      (Incorporated by reference to the Companys Current Report on Form 8-K
      dated June 21, 2005, filed with the Securities and Exchange Commission on
      June 27, 2005.)                                             
|           
|10.47*      |  | Employment Agreement effective July 1, 2005 between
      the Company and Ranjit Prithviraj. (Incorporated by reference to the
      Companys Current Report on Form 8-K dated June 29, 2005, filed with the
      Securities and Exchange Commission on July 5, 2005.)                                                                              
|           
|10.48*      |  | Separation Agreement dated June 29, 2005 between the
      Company and Christian Misvaer. (Incorporated by reference to the Companys
      Current Report on Form 8-K dated June 29, 2005, filed with the Securities
      and Exchange Commission on July 5, 2005.)                                                                                 
|           
|10.49*      |  | Independent Contractor Agreement dated July 1, 2005
      between the Company and Pontus, Inc. (Incorporated by reference to the
      Companys Current Report on Form 8-K dated June 29, 2005, filed with the
      Securities and Exchange Commission on July 5, 2005.)                                                                            
|           
|10.50*      |  | Employment Agreement effective June 30, 2005 between
      the Company and Vikram Gulati. (Incorporated by reference to the Companys
      Current Report on Form 8-K dated June 30, 2005, filed with the Securities
      and Exchange Commission on July 7,
2005.)                                                                                 

25

---

|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.51*      |  | Sixth Amendment to Loan Documents and Waiver Agreement
      dated September 30, 2005 between the Company, Empower, Inc. and PNC Bank,
      National Association. (Incorporated by reference to the Companys Current
      Report on Form 8-K dated September 30, 2005, filed with the Securities and
      Exchange Commission on October 6, 2005.)                                                               
|           
|10.52*      |  | Second Amendment to the 2004 Equity Incentive Award
      Plan.                                                                                                                                                                                                                                                                                                                                                      
|           
|10.53       |  | Common Stock Purchase Agreement dated March 30, 2006
      by and between Intelligroup Inc., SB Asia Infrastructure Fund LP and
      Venture Tech Assets, Ltd. (Incorporated by reference to the Companys
      current report on Form 8-K dated March 30, 2006 filed with the Securities
      and Exchange Commission on April 5, 2006.)                                                                         
|           
|10.54*      |  | First Amendment to the Employment Agreement dated June
      30, 2005 between Intelligroup Inc. and Vikram Gulati. (Incorporated by
      reference to the Companys current report on Form 8-K dated April 6, 2006,
      filed with the Securities and Exchange Commission on April 13,
      2006.)                                                                                                               
|           
|10.55       |  | Second Amended and Restated Revolving Credit Loan and
      Security Agreement dated May 23, 2006 by and between Intelligroup, Inc.,
      Empower Inc. and Steel City Capital Funding, a division of PNC Bank,
      National Association. (Incorporated by reference to the Companys current
      report on Form 8-K dated May 23, 2006 filed with the Securities and
      Exchange Commission on May 30, 2006.)
|           
|10.56       |  | Second Amended and Restated Revolving Secured Note
      dated May 23, 2006. (Incorporated by reference to the Companys current
      report on Form 8-K dated May 23, 2006 filed with the Securities and
      Exchange Commission on May 30, 2006.)                                                                                                                                                               
|           
|10.57*      |  | Second Amendment to Employment Agreement dated June
      30, 2005, between Intelligroup, Inc. and Vikram Gulati. (Incorporated by
      reference to the Companys current report on Form 8-K dated June 8, 2006
      filed with the Securities and Exchange Commission on June 12,
      2006.)                                                                                                                   
|           
|10.58*      |  | Third Amendment to the 2004 Equity Incentive Award
      Plan.                                                                                                                                                                                                                                                                                                                                                       
|           
|10.59*      |  | Separation Agreement dated July 21, 2006 by and
      between Intelligroup, Inc. and Madhu Poomalil. (Incorporated by reference
      to the Companys Current Report on Form 8-K dated July 21, 2006, filed
      with the Securities and Exchange Commission on July 21,
      2006.)                                                                                                                              
|           
|10.60*      |  | Employment Agreement dated September 7, 2006 by and
      between Intelligroup, Inc. and Alok Bajpai. (Incorporated by reference to
      the Companys Current Report on Form 8-K dated September 7, 2006, filed
      with the Securities and Exchange Commission on September 7,
      2006.)                                                                                                                     
|           
|10.61*      |  | Amendment No.3 dated June 8, 2007 to Employment
      agreement dated June 30, 2005 between Intelligroup, Inc. and Vikram
      Gulati.                                                                                                                                                                                                                                                                              
|           
|10.62       |  | Master Assignment Agreement between Novasoft
      Information Technology (Europe) Limited and Intelligroup Europe Limited
      dated June 8, 2007                                                                                                                                                                                                                                                                  
|           
|10.63       |  | Master Assignment Agreement between ISG Novasoft
      Technologies Limited and Intelligroup Asia Private Limited dated June 8,
      2007                                                                                                                                                                                                                                                                           
|           
|10.64       |  | Non Compete Agreement between Novasoft Information
      Technology Corporation and Intelligroup Europe Ltd. Dated June 8,
      2007.                                                                                                                                                                                                                                                                               
|           
|10.65       |  | Sales Commission Agreement between Novasoft
      Information Technology Corporation and Intelligroup Europe Ltd dated June
      8, 2007                                                                                                                                                                                                                                                                            
|           
|10.66       |  | Employment Agreement between Intelligroup Asia Pvt.
      Ltd. and Kalyan Sundaram Mahalingam.                                                                                                                                                                                                                                                                                                                       
|           
|10.67       |  | Amendment No.1 dated August 22, 2007 to Master
      Assignment Agreement between Novasoft Information Technology (Europe)
      Limited and Intelligroup Europe Limited dated June 8, 2007                                                                                                                                                                                                                          
|           
|10.68       |  | Amendment No.1 dated August 22, 2007 to Master
      Assignment Agreement between ISG Novasoft Technologies Limited and
      Intelligroup Asia Private Limited dated June 8, 2007                                                                                                                                                                                                                                   
|           
|10.69       |  | Amendment No.1 dated August 22, 2007 to Non Compete
      Agreement between Novasoft Information Technology Corporation and
      Intelligroup Europe Ltd. Dated June 8, 2007.                                                                                                                                                                                                                                       
|           
|10.70*      |  | Amendment No.1 dated February 4, 2008 to Employment
      Agreement dated September 7, 2006 between Intelligroup, Inc. and Alok
      Bajpai.                                                                                                                                                                                                                                                                        

26

---

|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                            
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14          |  | Code of Business Conduct and Ethics. (Incorporated by
      reference to the Companys Annual Report on Form 10-K for the year ended
      December 31, 2003.)                                                                                                                                    
|           
|16.1        |  | Letter dated August 11, 2004 to the Securities and
      Exchange Commission from Deloitte & Touche LLP. (Incorporated by
      reference to the Companys Current Report on Form 8-K dated August 5,
      2004, filed with the Securities and Exchange Commission on August 11,
      2004.)    
|           
|16.2        |  | Letter dated November 1, 2004 to the Securities and
      Exchange Commission from Deloitte & Touche LLP. (Incorporated by
      reference to the Companys Current Report on Form 8-K dated October 26,
      2004, filed with the Securities and Exchange Commission on November 1,
      2004.)
|           
|16.3        |  | Letter dated April 13, 2007 to the Securities and
      Exchange Commission from JH Cohn LLP. (Incorporated by reference to the
      Companys Current Report on Form 8-K dated April 12, 2007, filed with the
      Securities and Exchange Commission on April 17, 2007.)                      
|           
|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                                                                                                                                            
|           
|32.1       |  | Certifications of Chief Executive Officer Pursuant to
      18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                    
|           
|32.2       |  | Certifications of Chief Financial Officer Pursuant to
      18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002                                                                                                                                    

* A management contract or
compensatory plan or arrangement required to be filed as an exhibit pursuant to
Item 15(c) of Form 10-K.

 Filed herewith. All other
exhibits previously filed.

27

---

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 6th day of May
2008.

|                         | INTELLIGROUP, INC.
|------------------------ | ------------------
|                         |                   
|Date: May
      06, 2008 | By:               
|                         |                   
|                         |                   
|                         |                   
|                         |                   
|Date: May
      06, 2008 | By:               
|                         |                   
|                         |                   
|                         |                   

28

---