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upGrad is preparing to complete its acquisition of Unacademy within the next three weeks, in an all-stock transaction valued at approximately Rs 1,955 crore. The deal, which received regulatory clearance from the Competition Commission of India on July 7, brings together two of India’s most prominent education technology platforms and signals a major shift in the sector’s competitive landscape.
Final Formalities Underway
Sources indicate that nearly all institutional investors have signed the Share Subscription Agreement, while angel investors have completed the Share Purchase Agreement. Only final procedural steps remain before the transaction officially closes.
The current valuation of Rs 1,955 crore is about Rs 100 crore lower than the Rs 2,055 crore figure agreed when upGrad and Unacademy signed their term sheet in March 2026 — a modest downward revision from the originally announced terms, coming after a deal that had itself been struck following months of on-and-off negotiations and a earlier valuation reset for Unacademy, which had fallen from a pandemic-era peak of $3.5 billion to under $500 million before talks concluded.
The transaction also reportedly includes a Rs 45 crore ESOP payout to Unacademy employees.
Leadership and Structural Changes
Unacademy co-founder Gaurav Munjal will remain CEO after the merger, ensuring continuity in leadership. Airlearn, a language learning platform incubated within Unacademy, will also transition under the upGrad umbrella.
Operationally, Unacademy’s businesses are consolidating in Bengaluru. PrepLadder’s headquarters has already been shifted from Chandigarh to Bengaluru, and going forward, Unacademy, PrepLadder, Airlearn, and Graphy will all operate from there.
Unacademy’s existing investors will also receive one board seat within upGrad once the transaction concludes.
The Bigger Picture
This merger fits a broader pattern playing out across India’s edtech industry, where rivals are combining forces to reach profitability after years of cash burning, growth at all costs expansion. The two companies’ financial trajectories explain the logic: Unacademy’s operating revenue fell 16% year-on-year to Rs 826.3 crore in FY25, while upGrad has moved firmly into the black, posting a provisional profit of Rs 38.8 crore and EBITDA of Rs 56.9 crore on operating revenue of Rs 1,531.7 crore over the 11 months to February 2026. By combining upGrad’s steadier financial footing with Unacademy’s strength in test preparation and creator-led courses, the merged company is positioned to be more durable than either would be alone.
Looking Ahead
With CCI approval secured and most investor paperwork wrapped up, the merger looks set to close within weeks. The key questions now shift to execution: how the combined business performs financially once integrated, and whether this deal triggers a fresh wave of consolidation across India’s edtech landscape.
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