upGrad Education Private Limited has agreed to acquire Unacademy Group for $206 million in a transaction that will be executed mainly through a share-swap, followed by the merger of Unacademy into upGrad.
Deal structure and primary counsel
The acquisition relies on equity exchange rather than a cash outlay, a pattern that reflects a broader move toward consolidation in India’s edtech market. The share-swap will give upGrad control of Unacademy’s assets while allowing Unacademy’s founders to retain equity stakes in the combined entity.
JSA Advocates and Solicitors represented Unacademy and its founders—Gaurav Munjal, Roman Saini, Hemesh Singh and Sumit Jain. The lead partner on the deal was Siddharth Manchanda, supported by Riya Gupta and Aparimita Choudhary. Their team also included associates Vaastu Tyagi and Aditya Jain. CMS INDUSLAW handled competition-law matters for the sellers, with Unnati Agrawal and Hrishav Kumar on the file.
On the buying side, Khaitan & Co led the legal work for upGrad. The core team was headed by partners Monika Srivastava and Sanchit Agarwal, with principal associates Jubin Jay and Chirag Mangal. Senior associates such as Deepansh Goyal and Shubhang Upadhyay assisted, alongside a broader group of junior lawyers.
Competition-law issues for the acquirer were managed by Pranjal Prateek and Alisha Mehra. Employment-law aspects were overseen by Abhinav Rastogi and Ajeta Anand, while intellectual-property concerns fell to Shailendra Bhandare and Vaishali Adhikari. Data-privacy matters were handled by Supratim Chakraborty and Shramana Dwibedi, and tax issues by Shabnam Shaikh.
The transaction also drew on international counsel. Gunderson Dettmer and Fenwick were engaged to address cross-border regulatory requirements, ensuring compliance with foreign investment rules.
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From a strategic angle, the merger mirrors earlier consolidation moves in the sector, where platform-level synergies are pursued after a period of aggressive fundraising and subsequent capital constraints.
Corporate governance and investor involvement
upGrad’s internal team included General Counsel and CHRO Koell Hemdev, Company Secretary Khushboo Shah, and Vice President of Finance Vaibhav Bhandari. Their role was to align the transaction with upGrad’s governance framework and to oversee the integration of financial reporting systems.
Venture-capital and institutional investors holding Unacademy shares were represented by separate counsel. Bharucha & Partners advised General Atlantic on its share-transfer, while River Law provided supplemental advice to upGrad during the closing phase.
Additional Indian firms, Cyril Amarchand Mangaldas, Shardul Amarchand Mangaldas & Co, and Bombay Law Chambers, participated in various advisory capacities, reflecting the deal’s complexity across corporate, regulatory and tax dimensions.
Leadership continuity has been emphasized. Gaurav Munjal, Unacademy’s co-founder and CEO, will remain at the helm of the business after the merger, working alongside upGrad’s senior management to integrate platforms and operations.
Regulatory compliance and secretarial execution
The acquisition of Unacademy Group by upGrad Education Private Limited marks a significant development in the Indian edtech sector, bringing together two major players in the digital learning space. With the deal now completed, the combined entity is poised to play a major role in shaping the future of online education in India.
