upGrad Signs Term Sheet to Acquire Unacademy

Indian edtech companies upGrad and Unacademy have signed a term sheet for a proposed acquisition that will be carried out through an all-stock transaction.

The details about the valuation will be disclosed only after the deal is finalised and formally filed.

The development comes months after earlier discussions between the two firms ended without an agreement in January due to differences over valuation. The new term sheet signals renewed efforts to bring the companies together.

Sharing the update on X (Twitter), upGrad co-founder Ronnie Screwvala said the transaction would take place through a share-swap arrangement and includes a break fee clause if the deal does not go through. He also noted that Unacademy’s co-founder and chief executive Gaurav Munjal will continue to lead the company after the acquisition.

“We have signed a term sheet to acquire Unacademy in an all-stock deal with founder and CEO Gaurav Munjal continuing to build the platform and focus on developing online education products that learners value,” Screwvala said.

According to him, the proposed combination could strengthen the two businesses by integrating Unacademy’s product development capabilities with upGrad’s wider education ecosystem. He added that upGrad’s learning network, which spans segments from K-12 education to professional and lifelong learning, could expand further if the deal is completed.

Munjal also confirmed the agreement, stating that the acquisition would be executed through a “100% share swap” structure. Over the past year, he said, Unacademy has been restructuring parts of its operations to sharpen its focus on digital learning products.

“We consolidated company-run centres with franchise partners so we could refocus on building strong online education products,” Munjal said.

Unacademy recently carried out an INR 50 crore ESOP buyback involving nearly 40% of former employees and currently holds more than USD 100 million in cash reserves.