CCI clears UpGrad-Unacademy merger, paving way for major edtech consolidation

India’s competition regulator has cleared Ronnie Screwvala-led Upgrad’s proposed merger with Unacademy, removing a key procedural hurdle for one of the largest consolidation moves in the edtech sector after the pandemic-led online learning boom unravelled.

The Competition Commission of India’s approval comes two months after the higher education and upskilling company and the SoftBank and Peak XV Partners-backed test-prep startup sought antitrust clearance for the deal. Under the proposed transaction, UpGrad will acquire Unacademy in an all-stock deal that values the Bengaluru-based company at Rs 2,055 crore, or around $218 million, ET had reported on May 4.

The deal values Unacademy at more than 90% below its peak valuation of $3.4 billion in 2021, when it had raised its largest round during the funding boom. ET had reported that Unacademy is expected to have Rs 900-950 crore in cash at the time of closing the deal, which is a key draw for Upgrad.

The CCI filing said that the merger would enable Upgrad to enter online test prep, a segment where it did not have a presence, and broaden the range of learners served by the company. It also gives Unacademy’s shareholders an opportunity to hold shares in a larger consolidated entity at a time when standalone edtech valuations have corrected sharply.

The clearance marks the latest step in a transaction that went through several rounds of negotiations. In November, Upgrad was in advanced talks to buy Unacademy in an all-stock deal. The discussions later stalled over valuation differences, before Screwvala and Unacademy cofounder Gaurav Munjal announced in March that a term sheet had been signed for a 100% share-swap transaction. Munjal had said he would continue to lead Unacademy after the deal.

For UpGrad, the acquisition strengthens its push beyond higher education, study-abroad, and enterprise learning. A confidential valuation report seen by ET in May had pegged Upgrad Education’s fair value at $1.7 billion, or Rs 15,980 crore, as of February 28, and projected that Unacademy could add about Rs 500 crore to its consolidated sales.

The deal comes amid a broader reset in Indian edtech, where companies have been forced to cut costs, close, or restructure offline operations, and chase profitability after Covid-era growth sputtered.