UpGrad signs term sheet to acquire Unacademy in all-stock deal; Gaurav Munjal to remain CEO

upGrad signs term sheet to acquire Unacademy in all-stock deal; Gaurav Munjal to remain CEO

Edtech firm upGrad has signed a term sheet to acquire rival Unacademy in an all-stock transaction, founders Ronnie Screwvala and Gaurav Munjal announced in separate posts on X on Saturday.

The proposed deal will be executed through a 100 percent share swap, Munjal said, adding that the valuation of the transaction will only be disclosed once the deal closes and filings are completed.

“We at upGrad have signed a term sheet to acquire Unacademy in an all-stock deal, with Founder and CEO Gaurav Munjal staying on to build Unacademy and focus on what it does best, creating online education products that learners love,” Screwvala wrote.

The development marks a turnaround in negotiations between the two companies. Moneycontrol had earlier reported that upGrad and Unacademy were in acquisition discussions that had stretched for months, initially centred around a potential $300–400 million valuation for Unacademy.

Those talks had subsequently fallen through after the two sides failed to align on valuation and deal structure.

In his post on X, Munjal highlighted several developments at the company over the past year, including the consolidation of company-run centres with franchise partners, a Rs 50 crore ESOP buyback, and the growth of language-learning product Airlearn, which he said is gaining traction in markets including the US, UK, Germany and Canada.

He also said Unacademy currently has cash reserves of more than $100 million.

If the transaction closes, Munjal said he will continue as co-founder and CEO of Unacademy, focusing on building online education products for learners in India and globally.

Screwvala said the combination would strengthen upGrad’s integrated learning model across segments ranging from K-12 education to lifelong learning and professional upskilling. He also said the companies have agreed to a break fee if the transaction does not close.

The deal announcement also comes amid a series of strategic changes at Unacademy over the past year. Moneycontrol had earlier reported that the company was planning to exit its company-operated offline centres and transition to a franchise-led model, as part of efforts to reduce costs and focus on its core online learning business.

In an internal email to employees reviewed by Moneycontrol earlier, Munjal said the company had reduced its test-prep burn from about Rs 450 crore to roughly Rs 200 crore, while several verticals including UPSC, NEET PG and CAT had turned contribution-margin positive. Businesses such as PrepLadder and Graphy were cash-flow positive, he said.

Unacademy has also been undergoing leadership changes. Earlier this year, Munjal and co-founder Roman Saini stepped back from day-to-day operational roles, with the company appointing co-founder Sumit Jain as chief executive of its core test-prep business.

The deal comes as India’s edtech sector undergoes consolidation following a prolonged slowdown in demand after the pandemic-driven boom, with companies focusing on profitability and product-led growth.