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

Online higher education platform upGrad has signed a term sheet to acquire edtech firm Unacademy through an all-stock transaction, marking a significant move in India’s online learning space.

Earlier discussions between the two companies had broken down in January due to valuation disagreements, but the renewed talks have now resulted in a formal agreement.

Announcing the development on X, upGrad co-founder Ronnie Screwvala stated that the deal will be executed as a share swap and will include a break fee if the transaction does not close. Notably, Unacademy’s co-founder and CEO, Gaurav Munjal, will continue to lead the company and focus on developing its online learning products.

“We at upGrad have signed a term sheet to acquire Unacademy in an all-stock deal, with Gaurav Munjal staying on to lead the company and continue building online education products that learners love,” Screwvala said.

Munjal also confirmed the development, reiterating that the transaction will be structured as a 100% share swap deal.

Unacademy’s Recent Restructuring

Highlighting the company’s recent initiatives, Munjal noted that Unacademy spent the past year restructuring its operations. “We consolidated company-operated centres with franchise partners to refocus on what we do best, building high-quality online education products,” he said.

The company also completed a ₹50 crore ESOP buyback, with nearly 40% of former employees participating. Munjal added that Unacademy currently holds more than $100 million in cash reserves.

Financial Performance

On the financial front, Unacademy reported a 16% decline in revenue for FY25, earning ₹826.3 crore compared to ₹988 crore in FY24. However, the SoftBank-backed firm has shown progress in profitability, reducing its EBITDA loss by 38% to ₹305 crore and cutting its net loss by 31% to ₹436 crore as reported by Entrackr.

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