Quick Take
- UpGrad acquires Unacademy in an all-stock deal valued at Rs 1,955 Cr, cut from Rs 2,055 Cr.
- Unacademy investors will receive one board seat on UpGrad after the merger completes.
- CCI cleared the deal on July 7, with closing expected within three weeks.
In This Article
The Unacademy UpGrad merger is nearing completion, with the all-stock deal now valued at Rs 1,955 Cr and Unacademy‘s investors set to receive one seat on UpGrad‘s board once the transaction closes in about three weeks.
The deal was cleared by the Competition Commission of India (CCI), the country’s antitrust regulator, on July 7, 2026. The revised figure sits Rs 100 Cr below the earlier Rs 2,055 Cr estimate. Almost all institutional investors have signed the share subscription agreement, and all angel investors have signed the share purchase agreement. This Unacademy UpGrad merger ranks among the sector’s biggest consolidation deals to date.
StartupFeed Insight
The single board seat is the real story here, not the headline number. It signals that Unacademy’s backers, including Peak XV and SoftBank, are accepting a governance minority rather than a clean exit, which means they still expect upside from the combined entity. Watch UpGrad’s IPO timeline: with a merged revenue base above Rs 2,350 Cr and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) turning positive, StartupFeed expects UpGrad to file its draft IPO papers with SEBI before mid-2027, using the Unacademy test-prep engine as its K-12 growth narrative. By Avinash.
Deal Breakdown: What Are the Numbers?
The Unacademy UpGrad merger is an all-stock transaction with no cash component, valuing Unacademy at Rs 1,955 Cr. The table below summarises the key terms confirmed so far.
| Metric | Detail | Notes |
|---|---|---|
| Deal Value | Rs 1,955 Cr | Down from earlier Rs 2,055 Cr estimate |
| Deal Structure | 100% all-stock share swap | No cash component |
| Regulatory Clearance | CCI approved July 7, 2026 | Key antitrust hurdle removed |
| Board Seat | One seat for Unacademy investors | Formal representation in UpGrad |
| ESOP Payout | Rs 45 Cr to Unacademy employees | ESOP: Employee Stock Ownership Plan |
| Expected Close | Within three weeks | Definitive agreements near final |
The most striking detail in this Unacademy UpGrad merger is the Rs 100 Cr trim in the final number. It reflects the hard bargaining that has defined the deal since talks first collapsed in January 2026 over valuation gaps.
About Unacademy
Unacademy is an online learning and test-prep platform founded in 2015 by Gaurav Munjal, Roman Saini and Hemesh Singh, and headquartered in Bengaluru. It runs a subscription and exam-preparation model across competitive exams and K-12 education. Operating revenue was Rs 826.3 Cr in FY25. Its top backers include Peak XV Partners, SoftBank, Elevation Capital and Blume Ventures.
Why Do Unacademy Investors Get a Board Seat?
Unacademy investors receive one board seat because the all-stock structure converts their equity into UpGrad shares rather than cash, keeping them invested in the combined company. The seat gives Unacademy’s backers formal governance representation in one of India’s largest edtech consolidation moves.
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, Ronnie Screwvala, UpGrad co-founder, said on X.
Gaurav Munjal will continue as Unacademy’s CEO after the merger. He announced the development through his official account on X. The board seat matters because it lets investors who once valued Unacademy at $3.4 Bn (Rs 18,725 Cr) protect their downside while betting on a recovery inside a profitable parent. This Unacademy UpGrad merger is a stay-in, not a walk-away, decision.
Is UpGrad Profitable After the Merger?
UpGrad is profitable on a provisional basis, reporting a profit of Rs 38.8 Cr for the 11 months ended February 2026. The company turned EBITDA positive at Rs 56.9 Cr on operating revenue of Rs 1,531.7 Cr, a sharp contrast to Unacademy’s revenue decline.
Unacademy’s operating revenue fell 16% YoY (year-on-year) to Rs 826.3 Cr in FY25. It has spent recent years exiting offline centres and running ESOP buybacks to preserve cash. Unacademy currently holds cash reserves above $100 Mn (Rs 957 Cr), a cushion that strengthens UpGrad’s balance sheet at closing. UpGrad details its learning programmes on its official website.
How Does This Reshape India’s Edtech Market?
The Unacademy UpGrad merger creates a combined edtech platform spanning test-prep, K-12, upskilling and higher education, with pooled revenue above Rs 2,350 Cr. It marks one of the biggest consolidation moves in a sector still recovering from its post-pandemic correction.
| Company | FY25 Operating Revenue | Focus |
|---|---|---|
| UpGrad | Rs 1,531.7 Cr (11M to Feb 2026) | Upskilling, higher education |
| Unacademy | Rs 826.3 Cr | Test-prep, K-12 |
| PhysicsWallah | Higher, profitable at scale | Test-prep, low-cost |
What makes the merged entity different is its span: no single rival covers K-12 test-prep and executive upskilling under one roof at this scale. The integration will fold Unacademy, PrepLadder, Airlearn and Graphy into a Bengaluru-based operating structure.
What’s Next
The definitive agreements are close to signing, and the deal should close within three weeks of the current reports. After that, watch for UpGrad’s integration roadmap across educator networks and product lines, plus any signal on an IPO filing. Will a consolidated, profitable UpGrad become the edtech name that finally lists on Indian exchanges?
Frequently Asked Questions
Disclaimer: This article is for informational purposes only and does not constitute investment advice. StartupFeed and its authors are not SEBI-registered investment advisors. The analysis above is based on publicly available information and should not be the sole basis for any investment decision. Please consult a SEBI-registered financial advisor before making investment decisions.
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