India’s online education sector is set to witness a major consolidation as edtech company upGrad has signed a term sheet to acquire rival Unacademy in a 100 per cent share-swap transaction. The proposed deal aims to combine the strengths of both platforms while keeping Unacademy’s co-founder Gaurav Munjal in charge of the company as CEO.
The move reflects a broader trend of consolidation within India’s edtech industry, which has been undergoing restructuring following a surge during the pandemic years and subsequent market corrections. By joining forces, the two companies aim to create a more comprehensive learning ecosystem covering everything from school-level education to lifelong professional upskilling.
The acquisition was announced publicly by Ronnie Screwvala, chairman of upGrad, through a post on the social media platform X. According to Screwvala, the agreement has been formalized through a term sheet outlining the structure of the all-stock transaction.
"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. We have also agreed to a break fee were we not close," Screwvala said.
Break Fee Clause Included
The agreement reportedly contains a break fee provision, which would be applicable if the acquisition fails to reach completion. Such clauses are commonly included in large corporate deals to protect both parties and ensure commitment to the transaction.
Screwvala highlighted that Unacademy has previously disrupted the education sector through its digital learning platforms and could do so again with emerging technologies such as artificial intelligence.
"They disrupted the sector once, and now with AI they plan to do it again. We are already seeing Airlearn gain global traction. If this closes. upGrad’s integrated model with an expanded focus from K12 to forever learning will be on a strong trajectory," he added.
The reference to Airlearn, an AI-powered language learning product launched by Unacademy, underscores the company’s growing focus on global digital learning products and AI-led education solutions.
Unacademy co-founder Gaurav Munjal confirmed the development in a separate statement, stating that he would continue leading the company as CEO even after the acquisition is completed.
"Unacademy and upGrad have signed a term sheet for upGrad to acquire Unacademy in a 100% share swap deal. I will be staying back as Co-Founder and CEO Unacademy - with the Goal to build Great Online Products for Learners in India and Globally," Munjal posted on X.
Munjal emphasized the shared vision between the two companies, highlighting their commitment to creating strong educational products across different stages of learning.
"I have long admired what @RonnieScrewvala and the upGrad team have built. They have quietly but relentlessly established themselves in the upskilling, lifelong learning and higher education space. If & when we do come together, we share upGrad's belief that 'The Whole is bigger than the Sum of Parts’ and altogether we will impact students, learners and working professionals & build great Products from K12 to Forever Learning," he added.
The acquisition will be carried out through a 100% share swap, meaning Unacademy shareholders will receive shares in upGrad instead of cash as part of the transaction. This structure allows both companies to align their long-term interests while preserving liquidity.
The companies have confirmed that valuation details will remain confidential until the deal is formally completed and publicly disclosed in regulatory filings.
Such confidentiality is typical for transactions at the term-sheet stage, as final valuations may change after due diligence and board approvals.
India’s edtech market witnessed explosive growth during the COVID-19 pandemic, when digital learning became essential. However, the sector has since moved into a phase of consolidation as companies focus on profitability, sustainable growth, and technological innovation.
If completed, the upGrad–Unacademy combination could create one of the most comprehensive digital education ecosystems in India.
Unacademy: Known for competitive exam preparation and K–12 learning platforms
upGrad: Focused on higher education, professional upskilling, and career transition programs
By combining these capabilities, the merged entity aims to serve learners across their entire educational journey—from school learning to professional skill development and lifelong learning.
The proposed acquisition of Unacademy by upGrad represents a significant milestone in the evolution of India’s edtech industry. By combining Unacademy’s strong presence in competitive exam preparation and K–12 education with upGrad’s expertise in higher education and professional upskilling, the merged entity could create a powerful end-to-end digital learning platform.
If finalized, the deal will not only accelerate consolidation within the sector but also strengthen the companies’ ability to develop innovative AI-driven learning products and expand globally. With Gaurav Munjal continuing as CEO and Ronnie Screwvala guiding the broader strategic direction, the partnership aims to shape the future of lifelong learning in India and beyond.