The deal will likely peg Unacademy, which started life as a Youtube tutorial channel, more than 90% lower than its peak valuation of $3.4 billion, ascribed to it during the 2021 funding boom.
Unacademy is expected to have 900-950 crore in cash on its books at closing, a key draw for UpGrad.
The Ronnie Screwvala-run acquirer is expected to file for Competition Commission of India (CCI) approval this week, said the people cited.
“The binding agreements will be signed over the next few days and the application for CCI approval will be submitted in the coming week,” one of them said.
Separately, UpGrad is in talks to raise an internal round of about 375 crore from existing backer Temasek and founder Screwvala.
Singapore sovereign wealth fund Temasek is a common investor in both companies, holding 22% of UpGrad and 5% of Unacademy, according to Tracxn data.
Unacademy has raised a total $880 million in funding, including $440 million in August 2021, its largest ever round, led by Temasek. UpGrad, on the other hand, has mopped up about $330 million and was last valued at $1.9 billion.
The deal will rank among the most significant consolidation moves in India’s edtech sector, which is still working its way through a post-Covid slump. The surge in online learning during the pandemic has cooled and the industry is grappling with the fallout from the collapse of Byju’s, once valued at $22 billion.
The 10-year-old Unacademy has faced similar headwinds, evolving from an online-only model to one that now leans heavily on offline centres. Unacademy was cofounded by Gaurav Munjal, Hemesh Singh and Roman Saini in 2010 as a YouTube channel, but it was only in 2015 that it pivoted to a full-fledged edtech platform.
Apart from the Unacademy deal, UpGrad has completed its all-stock acquisition of Internshala, valuing the internship and job-search platform at Rs 80 crore, people familiar with the matter said.
“Once the Unacademy deal and the internal round close, UpGrad will have more than Rs 1,300 crore in cash,” said one of those cited above. “It plans to deploy this capital towards organic growth opportunities, including scaling its B2B (business-to-business) and enterprise segments, embedding AI across student outcomes, and expanding global talent mobility beyond its existing study abroad business.”
Screwvala and Munjal didn’t respond to queries.
ETtechLook into the details
The two companies started discussions on a deal in November last year but hit a roadblock over a mismatch in valuation expectations in January. Then in March, Screwvala and Munjal announced on social media that they had signed a term sheet for UpGrad to acquire Unacademy in a 100% share-swap deal.
“All stakeholders are now aligned on this,” said the person cited above.
Screwvala said in March that the two parties had agreed to a break fee if the deal did not close, indicating the seriousness of intent. For Unacademy, the deal marks a closure after multiple rounds of sale discussions with different companies. In 2024, Unacademy had held talks with Kota-based Allen Career Institute for a potential acquisition, valuing the company at around $800 million, as reported by ET. The negotiations collapsed over valuation.
Unacademy aims to clock Rs 400 crore in revenue for calendar year 2026, according to people with knowledge of the matter, a further drop from previous years that have seen a steady decline in topline. For FY25, Unacademy recorded Rs 702 crore in operating revenue, down 16% year-on-year.
Munjal announced in March that he will stay on at Unacademy as CEO after the transaction, scrapping an earlier plan to step down from an active role at the company to focus on language learning app AirLearn.
Unacademy has also refocused on its core online business by exiting company-operated offline centres and converting them into franchise partnerships. It also initiated a Rs 50 crore employee stock ownership plan (Esop) buyback ahead of the acquisition and almost 70% of the exercise has concluded, said sources.
Screwvala has been on the lookout for acquisition candidates. In November, ET reported that UpGrad had submitted an expression of interest to bid for Think & Learn, the insolvent parent of Byju’s. The bid involved evaluating all its assets, including Great Learning and coaching centre operator Aakash Educational Services.