upGrad eyes Unacademy deal at 90% markdown over 2021 valuation

upGrad is finalizing Unacademy’s acquisition at a more than 90% markdown from its edtech rival’s 2021 valuation and also below what it was willing to accept in the previous round of negotiations, said four people in direct knowledge of the development.

The all-stock deal is likely to value Unacademy at around 2,055 crore (about $245 million), said the people quoted earlier, speaking on the condition of anonymity as details are not public yet.

The edtech firm was valued at $3.4 billion in 2021, and upGrad had proposed a valuation of $300–400 million in November before the talks collapsed in January.

own valuation remains unchanged at around 17,000 crore, though it has fallen in dollar terms from $2.2 billion in its last funding round to roughly $1.8 billion due to currency movements.

This roughly translates to 0.12 Upgrad shares for every Unacademy share, the people quoted earlier said.

The companies refused to share valuations when they announced the deal. UpGrad and Unacademy did not respond to Mint’s queries sent on Wednesday.



The acquisition was announced earlier in March after months of on-and-off negotiations. has been on the block for over a year, with multiple sale discussions failing due to valuation expectations. Its troubles reflect the broader slowdown in the edtech sector, with investors funding firms selectively.

The transaction is expected to take two to three months to close, subject to regulatory approvals, including clearance from the Competition Commission of India, Mint earlier reported.

Unacademy recently pivoted away from offline centres to a franchise-led model to improve capital efficiency, Mint reported earlier. It is also returning to an online-first strategy, reversing its earlier expansion into offline test preparation.

The company recently completed a 50 crore buyback of employee stock options (ESOPs) ahead of its sale.

The company holds over $100 million in cash reserves, one of upGrad’s key interests in the deal, which could strengthen its balance sheet without fresh fundraising.

The deal will also put an end to Unacademy founders ’s and Roman Saini’s aspirations to hive off its AI-led language learning vertical Airlearn, with the product now expected to remain within the combined entity.

Unacademy’s Airlearn has shown early traction, growing from about $200K annual recurring revenue (ARR) to nearly $3 million within a year, Munjal had said in a social media post earlier this month. The company has reduced cash burn to around 200 crore in FY24 from over 1,400 crore in FY21 during its fast-growth era. Several verticals have turned contribution-margin positive.

Despite operational improvements, Unacademy’s revenue declined 16% year-on-year in FY25, even as losses narrowed. The company has raised approximately $880 million since inception, backed by investors including SoftBank, Temasek, Tiger Global and Sequoia Capital.

The deal comes as upGrad actively explores acquisitions, including select assets of Byju’s. It is also preparing for its initial public offering () by 2027, targeting a $350–400 million raise, Mint reported in January.

upGrad turned operationally profitable, with revenue of around 1,650 crore in FY25.

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