Combination Registration No. C-2026/05/1419, upGrad Education Private Limited (‘upGrad’), Sorting Hat Technologies Private Limited (‘Sorting Hat’) and the 22 institutional sellers (‘Institutional Sellers’)

Proposed Transaction

upGrad operates in India and overseas across formal and non-formal education. In India, it provides study abroad services, partners with universities to offer certificate courses, offers upskilling courses, and provides internship and recruitment services. Sorting Hat, the Unacademy group, is present in non-formal education and test preparation.

The proposed combination comprised two steps. First, through a share swap with the 22 Institutional Sellers, upGrad would acquire 80.52% of Sorting Hat on a fully diluted basis, while the Institutional Sellers would receive compulsorily convertible preference shares representing 9.09% of upGrad. Second, Sorting Hat would merge into upGrad.

CCI Findings

Horizontal Overlaps: The CCI identified horizontal overlaps in the broad market for non-formal education in India (‘NFE Market’), which could be segmented into test preparation and upskilling services. The test preparation segment could be further segmented into preparation for competitive government examinations, while the upskilling segment could be further segmented into technology upskilling services.

The CCI noted that, the combined and incremental market shares of the parties and their affiliates were in the [0-5]% range across the NFE Market and each segment and sub-segment. Further, there were many competitors, including Allen Career Institute, Physicswallah, Aakash Educational Services and others. The CCI left the market delineation open, found no likelihood of AAEC and approved the combination under Section 31(1) of the Act.