upGrad, Unacademy deal talks collapse due to valuation differences

Serial entrepreneur Ronnie Screwvala has confirmed that talks between upGrad and Unacademy have been called off after months of negotiation and back-and-forth over price expectations.

“Yes, we are not proceeding due to valuation differences. While we cannot comment on specific numbers, it is fair to say that we were unable to arrive at a mutually agreeable valuation,” Screwvala told YourStory in a statement.

In early November last year, YourStory reported that upGrad had tabled an all-stock proposal valuing Unacademy in the region of $300 to $400 million, a sharp fall from the platform’s roughly $3.4 billion peak in 2021.

The move seemed like a part of a wider consolidation in the edtech sector, with upGrad positioning itself to expand its higher-education and test-prep footprint while shoring up revenues ahead of a planned public listing.

On stage at TechSparks 2025,  in early November, Screwvala downplayed the frenzy, smiling and saying, “Obviously, no” when asked directly about a takeover, even as sources continued to describe active negotiations behind the scenes.

The Unacademy side was operating under a cloud of valuation reset and employee concern. In December, the company moved to shorten the ESOP exercise window for former employees to 30 days, a step that was widely read as an attempt to manage share conversion ahead of any transaction and to limit uncertainty for investors. The proposal sparked backlash from former staff.

Earlier this week, Unacademy said it would put proposed ESOP amendments on hold while it considered the feedback.

YourStory has reached out to Unacademy for comments.

With the talks now ended, both companies face distinct choices. upGrad retains the option to pursue other acquisitions, including targeted higher-education assets from other groups, like BYJU’S, and to continue preparing for an IPO.

Meanwhile, Unacademy will have to manage stakeholder relations, including reconciling former employees over the ESOP issue and exploring alternative strategic options such as seeking other buyers.

This episode underlines how the post-pandemic reset in valuations is still working its way through the edtech sector. Whether the two parties will revisit a deal on different terms remains unknown, but for now, the most immediate casualty is a potential consolidation that many had expected to reshuffle the online learning space.

Moneycontrol was the first to report on the upGrad-Unacademy deal collapse.