upGrad’s planned acquisition of Unacademy has officially fallen through after prolonged negotiations failed to bridge differences over valuation expectations, marking a notable development in India’s evolving edtech landscape. The proposed transaction, which was under discussion for months, aimed at integrating Unacademy’s core test-prep business with upGrad’s broader online education and professional skilling ecosystem. Under initial terms, Unacademy was to be valued significantly lower than its previous peaks, reflecting how pandemic-era valuations have corrected since 2021. However, the two companies could not agree on a final price or deal structure acceptable to both sides — leaving the deal dead in the water.

According to sources familiar with the matter, upGrad was reportedly valuing Unacademy at around $300 million to $400 million, a steep markdown from the edtech firm’s earlier multibillion-dollar valuations. Negotiators had discussed share swap arrangements that would have given Unacademy’s backers a minority stake in upGrad, but these talks reached an impasse as each party held firm on differing assessments of future growth potential and business positioning.

The collapse of the deal underscores broader valuation pressures in the edtech sector, where investors and founders are recalibrating expectations amid cooling demand for online learning and heightened focus on profitability over expansion. Both firms now appear poised to pursue independent strategies: Unacademy continues to focus on its test-prep segment while managing cash reserves and operational adjustments, and upGrad is likely to revisit other pathways for expansion and consolidation in the competitive education technology space.