Edtech major upGrad has signed a term sheet to acquire rival Unacademy in an all-stock transaction, a move that could mark one of the biggest consolidation plays in India’s online education sector.
Under the proposed deal, Unacademy’s co-founder and chief executive Gaurav Munjal will continue to lead the company and focus on building online education products for learners in India and globally, Ronnie Screwvala, co-founder and chairman of upGrad, said on Sunday.
The transaction will be executed as a 100% share swap, though both companies said the valuation will not be disclosed until the deal closes and the transaction documents are formally filed. The companies have also agreed on a break fee in case the deal does not go through.
Munjal said the past year has been a period of restructuring and refocusing for Unacademy. The company consolidated its company-operated offline centres with franchise partners to focus more on its core strength of building online education products. It also completed a Rs 50 crore employee stock ownership plan (ESOP) buyback, with nearly 40% of former employees participating.
He added that Airlearn—the company’s first global product—is seeing meaningful traction in markets such as the United States, United Kingdom, Germany and Canada. According to Munjal, Unacademy currently has cash reserves of more than $100 million.
“I will be staying back as co-founder and CEO of Unacademy with the goal of building great online products for learners in India and globally,” Munjal said.
He noted that Unacademy had helped shape the modern edtech playbook but acknowledged that the company had lost some focus and market share over time. “The sector itself has not seen enough real product innovation in recent years,” he said.
Munjal believes the emergence of artificial intelligence could significantly reshape education. “AI will fundamentally reshape education, and edtech may become one of its biggest beneficiaries. The opportunity to reimagine learning products has never been greater,” he said.
“If and when we come together, we share upGrad’s belief that the whole is bigger than the sum of parts. Together we can impact students, learners and working professionals, and build great products from K-12 to forever learning,” Munjal said.
If completed, the acquisition would combine upGrad’s integrated higher education and skilling platform with Unacademy’s strengths in test preparation and K-12 learning, potentially creating a broader lifelong learning ecosystem.
Unacademy posted Rs 826 crore revenue in the 2024-25, a drop of 16% year-on-year. Yet the edtech company reduced its losses by 31% to Rs 436 crore in FY25 (down from Rs 631 crore in FY24), alongside a 38% reduction in EBITDA losses.