X0202 4 2006-03-31 0 0001016439 INTELLIGROUP INC ITIGE 0001305729 Venture Tech Assets Ltd. 4 WHITCOME MEWS RICHMOND X0 TWP 4BT UNITED KINGDOM 0 0 1 0 Common Stock 2006-03-31 4 P 0 3333334 1.50 A 10849084 D Common Stock 15098038 I See Footnote 2 Sandeep Reddy is a stockholder and the sole director and of Venture Tech Assets Ltd. Consists of 15,098,038 shares of Common Stock held by SB Asia Infrastructure Fund, L.P. ("SAIF"). Venture Tech is a party to (i) a Common Stock Purchase Agreement, dated as of September 29, 2004, as amended March 21, 2005 (the "2004 Purchase Agreement"), by and among Intelligroup, Inc. (the "Company"), SAIF, and Venture Tech and (ii) a Common Stock Purchase Agreement, dated as of March 30, 2006, by and among the Company, SAIF and Venture Tech (the "2006 Purchase Agreement," and together with the 2004 Purchase Agreement, the "Purchase Agreements"). The Purchase Agreements provide for, under certain conditions, the designation by SAIF and Venture Tech of up to five members of the board of directors of the Company. * (continued under Remarks) * By virtue of the Purchase Agreements, Venture Tech may be deemed a group with SAIF within the meaning of Section 13(d)(3) of the Act, and as a result, to have beneficial ownership of the 15,098,038 shares of Common Stock beneficially owned by SAIF. Venture Tech disclaims such beneficial ownership. /s/ Sandeep Reddy 2006-04-04