upGrad acquires unAcademy.
upGrad Education Private Limited has acquired Unacademy Group for $206 million, structured primarily as share swap with an eventual merger of Unacademy into upGrad. The transaction was led by Siddharth Manchanda (Partner), with support from Riya Gupta (Principal Associate), Aparimita Choudhary (Senior Associate), Associates Vaastu Tyagi and Aditya Jain.
The competition law team consisted of Unnati Agrawal (Partner) and Hrishav Kumar (Associate).
The transaction team included Winnie Shekhar (Partner), Shantanu Singh (Partner), Aditya Kumar (Principal Associate) with Ruhi Jain (Executive Director – Corpoate Compliance) and Akshay Madhvani (Assistant Manager) advising on corporate secretarial matters.
The core transaction team consisted of Monika Srivastava (Partner), Sanchit Agarwal (Partner), Jubin Jay (Principal Associate), Chirag Mangal (Principal Associate), Deepansh Goyal (Senior Associate), Shubhang Upadhyay (Senior Associate), Aditi Gupta (Senior Associate), Daanish Dube (Senior Associate), Associates Shivangi Mishra, Akanksha Agrahari, Divyanshu Sharma, Devika Garg, Shriya Garg, Umang Agarwal, Laksh Sharma and Sameer Parihar. They were assisted by the following:
Pranjal Prateek (Partner), Alisha Mehra (Principal Associate), Associates Toshika Soni, Ritika Ghosh and Joshua Joseph.
Abhinav Rastogi (Partner), Ajeta Anand (Senior Associate).
Shailendra Bhandare (Partner), Vaishali Adhikari (Associate).
Supratim Chakraborty (Partner), Shramana Dwibedi (Principal Associate).
Shabnam Shaikh (Partner).
The upGrad in-house team working on this transaction consisted of Koell Hemdev (General Counsel, CHRO), Khushboo Shah (Company Secretary and Director – Legal) and Vaibhav Bhandari (Vice President – Group Finance Controller).
The transaction was led by Vandana Pai (Senior Partner) and Ayush Jain (Partner).
Gunderson Dettmer and Fenwick were the international counsel involved in this transaction.
Gaurav Munjal, Co-founder and CEO of Unacademy, will remain to lead the business alongside the upGrad team.
Corporate Consolidation in the Edtech Sector
The corporate landscape of India’s educational technology sector has undergone a significant transformation following a major acquisition. upGrad Education Private Limited has acquired Unacademy Group for $206 million, structured primarily as share swap with an eventual merger of Unacademy into upGrad. This multi-million-dollar deal brings together two of the country’s most prominent digital learning platforms, altering the competitive dynamics of online education, professional skilling, and digital test preparation.
The transaction unites major market operators through a complex arrangement that relies heavily on equity structuring rather than immediate cash exchanges. Industry analysts note that such structural shifts underline a broader trend of market consolidation as companies seek sustainable growth models after years of rapid expansion and subsequent capital tightening across the wider startup ecosystem.
Legal Advisors and Institutional Roles
Executing a corporate transaction of this magnitude required a vast network of specialized legal professionals, corporate advisors, and regulatory experts across multiple jurisdictions. Numerous domestic and international law firms were brought on board to manage the intricate due diligence, regulatory clearances, corporate compliance, and asset transfers associated with the buyout.
JSA Advocates and Solicitors advised Unacademy and its founders, Gaurav Munjal, Roman Saini, Hemesh Singh and Sumit Jain on this acquisition. The legal work for this segment required precise coordination among senior practitioners and associates to safeguard founder interests during the share swap mechanism. The transaction was led by Siddharth Manchanda (Partner), with support from Riya Gupta (Principal Associate), Aparimita Choudhary (Senior Associate), Associates Vaastu Tyagi and Aditya Jain. The name Siddharth Manchanda appears twice in formal records regarding the leadership scope of this advisory group, reflecting the extensive oversight required during negotiations.
Regulatory scrutiny, particularly concerning competition and antitrust frameworks, formed a critical component of the agreement. CMS INDUSLAW advised Unacademy and its founders on all CCI related issues. The competition law team consisted of Unnati Agrawal (Partner) and Hrishav Kumar (Associate). Furthermore, the firm handled distinct stakeholder movements tied to the broader capital structure of the target entity. The Firm also represented Nexus in connection with the transfer of its shares in Unacademy pursuant to the share swap transaction. To ensure seamless administrative execution, the transaction team included Winnie Shekhar (Partner), Shantanu Singh (Partner), Aditya Kumar (Principal Associate) with Ruhi Jain (Executive Director – Corpoate Compliance) and Akshay Madhvani (Assistant Manager) advising on corporate secretarial matters.
Comprehensive Counsel for the Acquiring Entity
On the buying side, upGrad assembled a massive multidisciplinary advisory team to evaluate operational, financial, and legal liabilities. Khaitan & Co advised upGrad on this acquisition. Given the scale of the target enterprise, the advisory scope spanned corporate structuring, employment frameworks, intellectual property portfolios, data security protocols, and tax implications.
The core transaction team consisted of Monika Srivastava (Partner), Sanchit Agarwal (Partner), Jubin Jay (Principal Associate), Chirag Mangal (Principal Associate), Deepansh Goyal (Senior Associate), Shubhang Upadhyay (Senior Associate), Aditi Gupta (Senior Associate), Daanish Dube (Senior Associate), Associates Shivangi Mishra, Akanksha Agrahari, Divyanshu Sharma, Devika Garg, Shriya Garg, Umang Agarwal, Laksh Sharma and Sameer Parihar. They were assisted by the following specialized practices within the firm. Competition law aspects were managed by Pranjal Prateek (Partner), Alisha Mehra (Principal Associate), Associates Toshika Soni, Ritika Ghosh and Joshua Joseph. Employment law aspects were handled by Abhinav Rastogi (Partner), Ajeta Anand (Senior Associate). Intellectual property aspects were overseen by Shailendra Bhandare (Partner), Vaishali Adhikari (Associate). Data Privacy aspects fell under Supratim Chakraborty (Partner), Shramana Dwibedi (Principal Associate), while tax law aspects were directed by Shabnam Shaikh (Partner).
In addition to Khaitan & Co, River Law also advised upGrad on this acquisition, providing supplementary counsel throughout the closing stages. Internal corporate governance was managed closely by corporate officers. The upGrad in-house team working on this transaction consisted of Koell Hemdev (General Counsel, CHRO), Khushboo Shah (Company Secretary and Director – Legal) and Vaibhav Bhandari (Vice President – Group Finance Controller).
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Investor Representation and Global Counsel
Venture capital funds and institutional investors holding significant stakes in Unacademy also utilized dedicated independent legal representation to negotiate the terms of their share transfers. Bharucha & Partners advised General Atlantic on the transfer of its Unacademy shares via the share swap. The transaction was led by Vandana Pai (Senior Partner) and Ayush Jain (Partner).
Several other notable legal institutions played advisory or supporting roles during various phases of the arrangement. Cyril Amarchand Mangaldas, Shardul Amarchand Mangaldas & Co, and Bombay Law Chambers were involved in this transaction in various capacities. Cross-border elements and international compliance requirements were successfully navigated with the support of external legal entities based abroad. Gunderson Dettmer and Fenwick were the international counsel involved in this transaction.
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Strategic Outlook and Market Impact
The completion of this agreement carries substantial operational consequences for the domestic education sector. The acquisition of Unacademy expands upGrad’s footprint into online test preparation and K-12 learning, uniting two of major online education giants under a unified corporate umbrella. By absorbing Unacademy’s extensive digital repository, test-prep modules, and student base, upGrad broadens its service offerings well beyond its traditional strongholds in higher education and professional certification.
Leadership continuity has been emphasized as a priority for the transition period. Gaurav Munjal, Co-founder and CEO of Unacademy, will remain to lead the business alongside the upGrad team, ensuring that institutional knowledge and existing educational frameworks remain stable as the two corporate entities integrate their systems, platforms, and workforce configurations in the months ahead.
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