CAM advises on acquisition of Harappa Learning by UpGrad

Cyril Amarchand Mangaldas advised online learning platform Harappa Learning Private Limited (Harappa) and its founders Mr. Pramath Raj Sinha and Ms. Shreyasi Singh, on acquisition of majority stake in Harappa by UpGrad Education Private Limited (upGrad), in a multistage transaction aggregating to INR 300 crores (approx.).

Cyril Amarchand Mangaldas advised Harappa and the founders for the transaction and assisted with reviewing, negotiating, and finalizing the transaction documents. The transaction team was led by Ritika Rathi, Partner; with support from Sreetama Sen, Principal Associate; Nooreen Haider, Senior Associate; Bhadra Nair, Associate; Shubhi Agrawal, Associate.

Gyanendra Kumar, Partner; supported the team on merger structuring related advisory.

The employee stock options related advisory, and documentation was undertaken by Bharath Reddy, Partner; Srishti Aishwarya, Principal Associate; and Sudipta Lenka, Associate.

The Employment related advisory was undertaken by Rashmi Pradeep, Partner; and Ankita Sharma, Senior Associate; and Anushka Dua, Associate.

Tax related advisory was undertaken by S.R. Patnaik, Partner (Head -Taxation); and Shivam Garg, Senior Associate.

The privacy law related advisory was undertaken by Anirban Mohapatra, Partner

As a part of the Transaction, upGrad is to acquire the stake by way of a share purchase from the founders of Harappa, and a share swap with the majority shareholder of Harappa, Bodhi Tree Systems VCC (Bodhi Tree).  Post first closing of the transaction, Harappa will be merged into and with upGrad. 

Other Parties and Advisors to the transaction included E&Y (Acted as transaction advisors and tax advisors to Harappa and its founders); Transaction Square (Acted as tax advisors to upGrad); and PwC (Acted as tax advisors to Bodhi Tree).

The transaction was signed on July 15, 2022; and the first closing is expected by end of August 2022.

About Cyril Amarchand Mangaldas

Cyril Amarchand Mangaldas (cam) is India’s leading law firm with a global reputation of being trusted advisers to its clients. The Firm advises a large and diverse set of clients, including domestic and foreign commercial enterprises, financial institutions, private equity and venture capital funds, start-ups, government and regulatory bodies. The Firm generalists, specialists and senior ex-regulators expertly guide clients across a spectrum of transactions, sectors and regulations. With 1000 lawyers and 160 Partners, the Firm is the largest full-service law firm in India and offices in key business centres at Mumbai, Delhi-NCR, Bengaluru, Ahmedabad, Hyderabad, Chennai, GIFT City and also in Singapore.