1. upGrad Education Private Limited 2. Sorting Hat Technologies Private Limited — Combination C-2026/05/1419

Notice under Section 6(2) of the Competition Act, 2002 jointly given by upGrad Education Private Limited and Sorting Hat Technologies Private Limited

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002

1. On 7th May 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) jointly given by upGrad Education Private Limited (Acquirer) and Sorting Hat Technologies Private Limited (Target). The Notice was filed pursuant to the execution of (i) binding term sheet between the Acquirer and the Target dated 06th May 2026 and (ii) board resolutions of the Acquirer and the Target dated 29th April 2026 and 06th May 2026 respectively, approving one of the steps of the proposed combination.

2. The proposed combination will be undertaken through –

A. Step 1, inter alia, comprised of acquisition of equity shareholding (on a fully diluted basis) of the Target by Acquirer which will be implemented through (a) share swap between the Acquirer and 22 institutional sellers (Institutional Sellers) of the Target following which the Acquirer will acquire 80.5204% equity shareholding (on a fully diluted basis) in the Target, and the Institutional Sellers will each be issued compulsorily convertible preference shares (CCPS) in the Acquirer. The CCPS issued to the Institutional Sellers will cumulatively correspond to 9.09% equity shareholding (on a fully diluted basis) in the Acquirer.

B. Step 2 has been stated as the merger of the Target with and into the Acquirer, upon closing of Step1.

Step 1 and Step 2 are collectively referred to as ‘Proposed Combination’.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations) vide letter dated 20th May 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 27th May 2026 (Response 1). Since the response was not complete, another letter was issued on 08th June 2026, and the response dated 22nd June 2026 (Response 2) was submitted by the Acquirer after seeking an extension of time. Acquirer has made a Voluntary Submission vide email dated 01st July 2026.

4. Vide email dated 01st July 2026; above-mentioned 22 Institutional Sellers became notifying parties to the Proposed Combination. [Hereinafter, the Acquirer and 22 Institutional Sellers are collectively referred to as ‘Notifying Parties’.]

5. The Acquirer is a private limited company incorporated in India, with presence directly or indirectly, across the formal and non-formal education sectors. It has operations in India and multiple overseas jurisdictions. In India, the Acquirer facilitates formal education through the provision of study abroad services; partners with universities to offer certificate courses in the formal education sector; offers upskilling courses in the non-formal education sector; and provides internship and recruitment services. The Acquirer has presence in India including through itself as well as its controlled entities and affiliates namely; (i) Scholiverse Educare Private Limited (Internshala) operates a recruitment and internship platform, and also offers upskilling courses in India; (ii) Centum Workskills India Limited (Centum Workskills) offers vocational training as a partner for the Government of India’s skill development schemes; (iii) Centum Foundation is a social impact organization and corporate social responsibility (CSR) implementation partner that provides vocational training in India; (iv) GreyCampus

Edutech Private Limited (Greycampus) offers upskilling courses (including technology upskilling courses) in India. One of its affiliates is also engaged in the test preparation services for competitive government examinations in India.

6. The Target is a private limited company incorporated in India with direct and indirect presence in the non-formal education sector. In India, the Target has direct presence in the non-formal education sector through the provision of test preparation services. It has presence in India also through the entities namely; (i) Sorting Hat Solutions Private Limited (Sorting Solutions) which offers test preparation services in India; (ii) Prepladder Private Limited (Prepladder) which offers test preparation services with an exclusive focus on medical postgraduate entrance exams in India; (iii) Unacademy Inc. offers language learning offerings through “AirLearn” (a language learning application) in India; (iv) Graphy Labs Private Limited (Graphy) offers course creation softwares in India; and (v) Coding Chef Private Limited (CodeChef), offering technology upskilling courses in India.

7. The Commission considered the activities of Acquirer Group on one hand and the Target (including its affiliates) on the other hand for the purpose of overlap assessment. Based on the information, it is noted that the Acquirer (including its affiliates) and Target (including its affiliates) exhibit horizontal overlaps at the broad level in the ‘market for non-formal education in India’ (NFE Market) which can be segmented into the ‘narrow segment for test preparation services in India’ (Test Prep. Segment) and ‘narrow segment for upskilling services in India’ (Upskilling Segment). Test Prep. Segment and Upskilling Segment can further be segmented into the ‘test preparation services for competitive government examinations in India’ (Govt. Test Prep. Sub- Segment) and the ‘technology upskilling services in India’ (Tech Upskilling Sub- Segment) respectively.

8. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in the aforesaid relevant market(s) in India.

9. Based on the information, the Commission observed that the combined market share and incremental market share of the Acquirer (including its affiliates) and Target (including its affiliates) in NFE Market and its respective segments/sub-segments in terms of value, is in the range of [0-5]%. Further, the aforesaid relevant market(s) are characterised by presence of several other players such as Allen Career Institute Private Limited, Physicswallah Limited, Aakash Educational Services Limited, Eruditus, Coursera Inc. (including Udemy Inc.), Veranda Learning Solutions Limited, VDK Eduventures Pvt. Ltd. (Drishti IAS), Ajayvision Education Private Limited (Vision IAS), InterviewBit Technologies Private Limited (Scaler), Great Learning Education Services Private Limited (Great Learning), HCL GUVI etc.

10. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

11. This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

12. The information provided by the Notifying Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

13. The Secretary is directed to communicate to the Notifying Parties accordingly.