Acquisition and Merger of Sorting Hat Technologies Private Limited by upGrad Education Private Limited

SUMMARY OF THE PROPOSED COMBINATION UNDER REGULATION 13(2) OF THE COMPETITION COMMISSION OF INDIA (COMBINATIONS) REGULATIONS, 2024

a) Name of the parties to the combination

1. The parties to the combination are as below: a. upGrad Education Private Limited (“Acquirer”); and b. Sorting Hat Technologies Private Limited (“Target”).
2. The Acquirer and Target are collectively referred to as “Parties”.

b) The nature and purpose of the combination 3. The proposed combination relates to an acquisition of shareholding in the Target and its merger with and into the Acquirer (“Proposed Combination”). The Proposed Combination is notifiable under Section 5(d) of the Competition Act, 2002 (as amended). 4. The Proposed Combination will enable the Acquirer to enter the online test preparation segment, in which it does not currently have a presence. It will also broaden the range of learners served by the Acquirer pursuant to the Proposed Combination. For the shareholders of the Target, the Proposed Combination provides an opportunity to realise shareholder value in a consolidated entity.

c) The products, services and business(es) of the parties to the combination Acquirer

5. The Acquirer is a private limited company incorporated in India, with direct and indirect presence across the formal and non-formal education sectors. Target
6. The Target is a private limited company incorporated in India, with direct and indirect presence in the non-formal education sector.

d) The respective markets in which the parties to the combination operate 7. The exact delineation of the relevant market may be left open as the Proposed Combination does not give rise to any competition concerns, irrespective of the manner in which the markets are defined. 8. However, to aid the Hon’ble Commission in its assessment of the Proposed Combination, a horizontal overlap has been identified in the “market for non- formal education in India”.