Quick Take
- upGrad has signed a term sheet to acquire Unacademy in a 100% all-stock deal valued at Rs 2,055 Cr.
- The deal values Unacademy at more than 90% below its pandemic-era peak valuation of $3.5 Bn in 2021.
- Gaurav Munjal stays on as CEO, with deal close expected within two to three months pending CCI approval.
upGrad acquires Unacademy in a 100% all-stock deal valued at Rs 2,055 Cr (approximately $245 Mn), with upGrad co-founder Ronnie Screwvala and Unacademy CEO Gaurav Munjal announcing the signed term sheet on X on March 15, 2026.
The transaction is structured as a pure share swap — Unacademy investors receive roughly 0.12 upGrad shares for every Unacademy share they hold. Subject to clearance from the Competition Commission of India, the deal is expected to close within two to three months. Both companies have also agreed to a break fee if the transaction does not go through — an unusual feature that signals the deal’s complexity and the commitment of both sides to close.
StartupFeed Insight
The Rs 2,055 Cr valuation says more about the edtech correction than it does about Unacademy’s operational progress. The company has cut its cash burn from over Rs 1,400 Cr in FY21 to roughly Rs 200 Cr in FY24 — a genuine turnaround in cost discipline — yet it is being valued below its FY25 annual revenue of Rs 820 Cr. For upGrad, this is a pre-IPO distribution play: Unacademy’s test-prep learner base and brand recognition in Kota and tier-2 cities expand upGrad’s funnel before its 2027 IPO targeting $350-400 Mn. Founders and investors watching the combined entity should watch for whether Airlearn, Unacademy’s AI language-learning product, receives upGrad’s full distribution firepower — that signals whether the deal’s real upside is international, not domestic. Expect a unified AI-first product roadmap announcement within six months of deal close. — StartupFeed Desk
Why Did upGrad Acquires Unacademy Now?
Two factors converged to make the deal happen in early 2026. First, Unacademy’s valuation has corrected to a level where the numbers work as an all-stock transaction — upGrad’s own valuation at Rs 17,000 Cr (~$1.8 Bn) is high enough to make the 0.12 share ratio palatable to Unacademy investors. Second, Screwvala has been vocal about building a full-stack learning model from K-12 to lifelong education, and Unacademy’s competitive-exam strengths in UPSC, IIT-JEE, and NEET fill gaps upGrad could not build quickly enough on its own.
Munjal was direct about the rationale.
“Unacademy helped invent the modern edtech playbook. Along the way we lost some focus and market share, and the sector itself has not seen enough real product innovation in recent years.”
— Gaurav Munjal, Co-Founder and CEO, Unacademy, March 15, 2026
Screwvala added that Unacademy’s AI-first Airlearn language product — which is gaining traction in the US, UK, Germany, and Canada — strengthens upGrad’s international ambitions.
“They disrupted the sector once, and now with AI they plan to do it again.”
— Ronnie Screwvala, Co-Founder, upGrad, March 15, 2026
Deal Breakdown: What the Numbers Show
| Metric | Detail | Notes |
|---|---|---|
| Deal Value | Rs 2,055 Cr (~$245 Mn) | 100% all-stock transaction |
| Swap Ratio | 0.12 upGrad shares per Unacademy share | Based on upGrad valuation of Rs 17,000 Cr |
| Unacademy Peak Valuation | $3.5 Bn (Rs ~29,400 Cr) — 2021 | Down 90%+ from peak |
| Unacademy FY25 Revenue | Rs 820 Cr | Down 16% YoY from Rs 1,044 Cr in FY23 |
| Unacademy FY25 Net Loss | Rs 436 Cr | Down 31% YoY from Rs 631 Cr in FY24 |
| Unacademy Cash Reserves | $100 Mn+ | Per Gaurav Munjal’s March 2026 post |
| Announcement Date | March 15, 2026 | Via founder posts on X |
| Expected Close | 2-3 months | Subject to CCI approval |
The most striking data point: Unacademy is being acquired at below its FY25 revenue figure of Rs 820 Cr. That price-to-revenue ratio of under 1x reflects the depth of the edtech correction — and makes this one of the steepest valuation resets in Indian startup history.
About Unacademy
Unacademy is a Bengaluru-based edtech platform founded in 2015 by Gaurav Munjal, Roman Saini, and Hemesh Singh. Its parent, Sorting Hat Technologies, operates test-prep and competitive-exam coaching products across India under brands including Unacademy, PrepLadder, and Airlearn. The company has raised approximately $854 Mn across 13 rounds from SoftBank, Tiger Global, General Atlantic, and Peak XV Partners. In FY25, it reported revenue of Rs 820 Cr and a net loss of Rs 436 Cr.
How Does the upGrad-Unacademy Combination Compare to Indian Edtech Rivals?
India’s edtech sector is rapidly consolidating after the pandemic boom. Byju’s entered insolvency proceedings in September 2024. Physics Wallah, the sector’s most credible independent survivor, turned profitable and debuted publicly in late 2025. The upGrad-Unacademy combination creates the only full-stack edtech platform in India covering K-12, competitive exams, upskilling, and lifelong learning under a single roof.
| Company | Status | Key Metric |
|---|---|---|
| upGrad + Unacademy (combined) | Pre-IPO, deal pending | Rs 17,000 Cr upGrad valuation; Rs 820 Cr Unacademy FY25 revenue |
| Physics Wallah | Independent, profitable, public | IPO debut late 2025; test-prep market leader |
| Byju’s | Insolvent | In insolvency proceedings since Sep 2024 |
The consolidation dynamic strongly favours Physics Wallah in test prep in the near term — but upGrad’s post-merger scale, combined with Unacademy’s brand, gives the combined entity a credible challenge position ahead of its 2027 IPO.
What’s Next
The immediate milestone is CCI clearance, expected by June or July 2026 if proceedings move on a standard timeline. Once closed, watch for upGrad’s unified product and AI roadmap — Airlearn’s role in the combined entity will be the clearest signal of whether international growth, not domestic test prep, is the real thesis. Will upGrad reach its $350-400 Mn IPO target by 2027 with Unacademy’s learner base now in the fold?
Frequently Asked Questions
How much is upGrad acquiring Unacademy for, and in what deal structure?
upGrad acquires Unacademy in a 100% all-stock deal valued at Rs 2,055 Cr (approximately $245 Mn). Unacademy investors will receive roughly 0.12 upGrad shares for every Unacademy share they hold. The deal is subject to CCI approval and is expected to close within two to three months of the March 2026 term-sheet signing. Both companies have agreed to a break fee if the transaction does not close.
What does the acquisition mean for Gaurav Munjal and Unacademy?
Gaurav Munjal continues as co-founder and CEO of Unacademy after the deal closes. Unacademy will operate under upGrad’s ownership while focusing on online education products. Munjal has indicated a specific focus on growing Airlearn, Unacademy’s AI-first language-learning app, which is gaining traction in the US, UK, Germany, and Canada as a separate international growth driver.
Why is Unacademy’s deal value so much lower than its previous valuation?
Unacademy’s valuation dropped from $3.5 Bn at its 2021 pandemic peak to Rs 2,055 Cr ($245 Mn) — a decline of more than 90%. The edtech sector faced a sharp demand correction as classrooms reopened after COVID-19 lockdowns ended. Unacademy’s revenue also fell 16% YoY to Rs 820 Cr in FY25, even as losses narrowed by 31%, reflecting the difficulty of rebuilding growth after aggressive pandemic-era spending.
Written by Dr. Mayank Raj. Published: May 4, 2026. Updated: May 4, 2026. Have a tip? Write to us at editorial@startupfeed.in.
