The proposed acquisition of SoftBank-backed Unacademy by Ronnie Screwvala-led upGrad, two prominent players in India's burgeoning edtech sector, has officially been called off. The primary reason cited for the collapse of the deal, which had been under discussion for several months, was a failure to reach a consensus on valuation between the two companies. Ronnie Screwvala, co-founder of upGrad, confirmed the development to Entrackr, stating that they were not proceeding because they could not agree on a mutually acceptable valuation. Sources familiar with the discussions indicated that the all-stock transaction would have valued Unacademy at approximately $300-400 million, a stark reduction of over 90% from its peak valuation of $3.4 billion during the edtech funding boom of 2021. This significant markdown underscored the recalibration of valuations across the Indian edtech landscape amidst a prolonged funding slowdown and a post-pandemic return to offline learning. The stalled talks come at a time when Unacademy has been undergoing considerable internal restructuring, focusing on cost rationalization and sharpening its core test-preparation business. The company also temporarily halted proposed amendments to its 2018 Employee Stock Option Scheme (ESOS) after facing strong opposition from former employees, who raised concerns about tax implications and liquidity issues linked to exercising stock options at a much lower valuation. For upGrad, the acquisition would have provided an entry into the test preparation domain and access to Unacademy's substantial cash reserves. However, valuation discrepancies ultimately proved to be an insurmountable hurdle, marking another instance where Unacademy's sale discussions have fallen through over valuation mismatches. This event highlights the ongoing challenges and consolidation trends within India's dynamic edtech industry.