Higher education and upskilling platform UpGrad has signed a term sheet to acquire edtech company Unacademy in an all-stock deal, marking one of the most significant consolidation moves in India’s online education sector in recent years.
The proposed transaction would bring together two prominent players that expanded rapidly during the pandemic-driven surge in online learning. If completed, the deal would combine UpGrad’s focus on professional education and career upskilling with Unacademy’s large presence in competitive exam preparation and online learning content.
Both companies confirmed that discussions are underway, indicating that the acquisition would be structured as a share-swap arrangement. Under such a structure, Unacademy’s investors would receive equity in UpGrad rather than cash as part of the transaction. The move reflects a broader shift in the edtech sector where companies are exploring mergers and acquisitions as funding slows and growth expectations adjust.
Founded in 2015 and headquartered in Bengaluru, Unacademy operates an online learning platform that offers courses and test preparation content for competitive exams such as UPSC, JEE and NEET. The company was founded by Gaurav Munjal, Hemesh Singh and Roman Saini and has built a large digital educator network over the past decade. At its peak during the pandemic era, the company reached a valuation of around $3.4 billion following several funding rounds from global investors.
However, the broader edtech sector has experienced a significant slowdown since the pandemic-driven boom in online education. With schools and coaching centres reopening and investor funding becoming more cautious, many companies in the sector have shifted their strategies to focus on profitability and sustainable growth.
In recent months, Unacademy has undergone internal restructuring and strategic changes as part of this transition. Leadership roles have evolved within the organisation, and the company has also reviewed parts of its offline coaching operations while focusing more closely on its core test preparation business.
Industry observers see the proposed UpGrad acquisition as part of a wider consolidation trend within India’s edtech market. Several companies that expanded aggressively between 2020 and 2022 are now reassessing business models, operating costs and long-term growth plans. Mergers and acquisitions are emerging as one way to achieve scale while reducing operational duplication.
UpGrad, founded by Ronnie Screwvala and Mayank Kumar, has built its business around higher education, professional certifications and industry-linked learning programmes. The company partners with universities and institutions to deliver online degrees, executive education courses and skill development programmes aimed at working professionals.
By acquiring Unacademy, UpGrad could expand its reach into a different segment of the education market. Unacademy’s core strength lies in exam preparation and learning content for students earlier in their academic journey. Combining the two platforms may allow the merged entity to serve learners across multiple stages of their education and career paths.
Market analysts note that such integration could also create operational efficiencies. Shared technology infrastructure, marketing resources and educator networks could potentially reduce costs while allowing both brands to leverage each other’s strengths.
At the same time, the acquisition discussions highlight the sharp valuation reset that has occurred across the edtech industry. During the pandemic, online learning platforms attracted significant venture capital funding as digital education adoption accelerated worldwide. As the market matured and user growth stabilised, valuations across the sector have adjusted to reflect more sustainable growth expectations.
Earlier reports suggested that the proposed transaction could value Unacademy significantly lower than its pandemic-era peak valuation. Estimates for the deal had ranged around $300 million to $400 million, representing a decline of more than 90 percent from its earlier valuation highs.
The potential merger also reflects changing investor sentiment in the startup ecosystem. Venture capital firms have become more selective about deploying capital, placing greater emphasis on profitability, unit economics and long-term business sustainability.
For UpGrad, the acquisition could help strengthen its presence across the broader digital learning ecosystem while expanding its user base. For Unacademy, integration with a larger edtech platform may provide additional resources and operational stability during a period of transition for the industry.
India remains one of the world’s largest markets for education technology due to its large student population and demand for competitive exam preparation. Online learning platforms continue to play a role in expanding access to education resources, particularly for students outside major metropolitan centres.
As the sector evolves, consolidation between established companies may become more common. Strategic partnerships, mergers and acquisitions could reshape the competitive landscape as companies look to combine technology platforms, educator networks and learning content.
The proposed UpGrad and Unacademy deal illustrates how the edtech industry is entering a new phase. After years of rapid expansion and funding-driven growth, companies are increasingly focusing on scale, efficiency and long-term sustainability. Whether the transaction ultimately reshapes the competitive dynamics of India’s digital education market will depend on how successfully the combined entity integrates its platforms and expands its learning ecosystem.