Exclusive: Unnati Agri set to acquire Gramophone in share swap deal

Agri tech platform Unnati Agri is in the final stages of acquiring its sectoral peer Gramophone in a share swap deal, according to two sources familiar with the matter. The proposed transaction, if completed, will create one of the largest agri-input companies in India.

“The deal between Unnati and Gramophone would bring significant consolidation in the agri-input space, which currently has only a handful of players,” said one of the sources requesting anonymity. 

As per sources, the proposed share swap structure is likely to be based on the revenue contribution and business scale of both companies.

For the uninitiated, agri inputs include products such as seeds, fertilizers, and pesticides that are sold to farmers or retailers to aid crop production. In contrast, agri output biz focuses on helping farmers sell their harvested produce, such as grains, fruits, and vegetables, to buyers or markets.

“Gramophone is expected to hold around 30–35% stake in the combined entity, with the remaining ownership resting with Unnati,” added the source quoted above. “The deal is likely to be structured more as a merger than an acquisition, with both firms continuing to operate independently.”

For Unnati, the past year was focused on brand consolidation after scaling down third-party operations. It now operates with margins of 30–35%, and improved its bottom line in FY25 even as revenue remained flat. “Unnati’s own brand-led model is now driving better margins, and its input ARR has reached around Rs 375 crore for FY26,” said another source requesting anonymity.

According to Fintrackr, Unnati Agri reported revenue of over Rs 500 crore in FY24 with losses widening marginally.

InfoEdge-backed Gramophone had earlier focused on its output business but shut it down due to weak margins. “After exiting output, Gramophone shifted its focus to inputs, which led to a turnaround in FY25. Its own branded input products have grown significantly,” said the above source.

For context, Gramophone’s gross merchandise value (GMV) fell to Rs 98 crore in FY24 from Rs 316 crore in FY23 after the company scaled down its output operations. According to sources, its growth is likely to remain flat in FY25; however, the company is currently operating at an annual recurring revenue (ARR) run rate of Rs 150 crore for FY26.

Gramophone has a strong presence in Rajasthan and Madhya Pradesh, while Unnati operates in Haryana, Maharashtra, Telangana, and Uttar Pradesh. The merger would expand their footprint and combine Unnati’s B2B strength with Gramophone’s direct-to-farmer B2C network. “Their synergies align well both geographically and operationally,” said the person quoted in the beginning of the story. 

Post-merger, the combined entity plans to raise a larger funding round and explore joint acquisitions, according to sources.

Detailed queries sent to Unnati and Gramophone on Monday did not elicit a response. The story will be updated if they respond.

Founded in 2017 by former Paytm Mall chief operating officer Amit Sinha and Ashok Prasad, Unnati Agri has raised over $11 million to date from Incofin Investment Management, Orios and others. Gramophone, on the other side, has raised over $20 million to date, including its $10 million Series B led by Z3 partners. According to the startup data intelligence platform TheKredible, Info Edge is the largest external stakeholder with 32.89% followed by Z3 Partners and Siana Capital.