upGrad Signs Term Sheet to Acquire Unacademy in All-Stock Deal

Edtech firm upGrad has signed a term sheet to acquire rival Unacademy in a 100% share swap transaction. The announcement was made by both Ronnie Screwvala and Unacademy’s Co-founder and CEO, Gaurav Munjal, in separate posts on X.

Munjal said that he will continue to lead Unacademy post-acquisition, focusing on building online education products. “Neither side will disclose the valuation until closing, when the papers are filed, and the transaction becomes public,” he wrote. 

Screwvala added that Unacademy had “disrupted the sector once, and now with AI, it plans to do it again,” citing the global traction of Unacademy’s language-learning app Airlearn.

Negotiations between the two companies have been ongoing for months, according to reports, with earlier talks stalling over valuation differences. Initial discussions had pegged Unacademy’s worth at around $300 million, a steep fall from its peak valuation of $3.4 billion in 2021.

The deal comes amid significant restructuring at Unacademy. Over the past year, the company revamped its offline centres business, converting them into franchise partnerships, and initiated a ₹50 crore ESOP buyback. 

Munjal also highlighted that Unacademy’s cash reserves remain strong at over $100 million, while several verticals, including UPSC, NEET PG, and CAT, have turned contribution-margin positive.

For upGrad, the acquisition strengthens its integrated learning model spanning K-12 education, professional upskilling, and lifelong learning. The company has been actively pursuing acquisitions, including a recent 90% stake in Internshala, valued at around ₹100 crore. upGrad has also expressed interest in acquiring the assets of Think & Learn, the parent company of BYJU’S.

The Unacademy deal underscores the ongoing consolidation in India’s edtech sector, which has been grappling with slower demand post-pandemic. Companies are now prioritising profitability, product-led growth, and sustainable business models.