upGrad Signs Term Sheet to Acquire Unacademy In 100% Share Swap Deal

upGrad has signed a term sheet to acquire Unacademy in an all‑stock transaction, marking a significant development in India’s edtech sector. The deal will be executed through a 100% share swap, and the final valuation will be disclosed only after the transaction closes and regulatory filings are completed.

Both companies confirmed that the agreement includes a break fee in case the transaction does not close. The announcement was made publicly by the founders, signalling renewed consolidation efforts after earlier talks stalled.

Details Of the Term Sheet Agreement

upGrad’s term sheet proposes a complete share-swap acquisition with no cash component involved. The transaction is structured entirely through equity, while valuation details will be disclosed only after the deal formally closes.

The agreement also includes a break fee clause intended to ensure accountability if the transaction does not reach completion. The deal remains subject to regulatory clearances and internal approvals from both companies.

Leadership Continuity and Strategic Alignment

Ronnie Screwvala, co‑founder of upGrad, stated that Unacademy co‑founder and CEO Gaurav Munjal would continue to lead the company after the acquisition. He emphasised the complementary strengths of both platforms, noting that Unacademy brings strong product capabilities while upGrad offers an integrated learning ecosystem.

Munjal also reaffirmed his commitment to the company, adding that his focus would remain on building high‑quality online education products for learners in India and abroad. These statements highlight the intention to maintain operational continuity post‑merger.

Background To the Acquisition Talks

The current development follows earlier discussions between the two companies that collapsed in January due to valuation disagreements. The renewed agreement suggests that both sides have aligned on key terms this time.

Unacademy has faced revenue pressure recently, reporting a 16% year‑on‑year decline in revenue to ₹826.3 crore in FY25 from ₹988 crore in FY24. The company has, however, improved its financial discipline by reducing its EBITDA loss by 38% to ₹305 crore and cutting its net loss by 31% to ₹436 crore.

Read More: UpGrad Acquires 90% Stake in Internshala to Expand Career Ecosystem.

Conclusion

upGrad’s signing of a term sheet to acquire Unacademy marks a major move in the evolving edtech landscape. The transaction is structured entirely as a share swap, with valuation details to be released only after final approvals.

Both Ronnie Screwvala and Gaurav Munjal publicly confirmed the development, emphasising continuity and collaborative product focus. The announcement follows earlier failed discussions, and comes at a time when Unacademy has reported lower revenues but improved cost efficiency.

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