On paper, Shoppin had just scored a win.

The fashion search engine startup closed a fresh funding round last week, bringing in new investor Japan’s MIXI Global Investments and a follow-on cheque from InfoEdge Ventures, the backer behind now household startup names including Zomato and Policybazaar.

The announcement should have marked a celebratory chapter for the young company. But the person who co-built Shoppin’s product and tech from scratch wasn’t anywhere near the celebration.

Utsav Soi, one of Shoppin’s two co-founders, wasn’t missing from the celebration by choice.

On June 17, 2025, Soi had been terminated “without cause.”

But filings with the Ministry of Corporate Affairs (MCA) and proceedings at the National Company Law Tribunal (NCLT), Chandigarh, seen by The Head and Tale, tell a very different story.

In July this year, Soi filed a petition accusing co-founder Shlok Bhartiya and Info Edge of “oppression and mismanagement.”

His core argument was that the company did not follow due process when removing him – ‘no proper board meeting, no prior investor consent, and no agreed-upon settlement.’

Bhartiya and Info Edge countered that the decision wasn’t impulsive and that they had tried to negotiate Soi’s exit “in good faith” months before the termination.

But beneath the phrase “in good faith” lay a deeper, more personal rupture that pit Soi against his co-founder and one of India’s top venture capital firms.

Separate email sent to Bhartiya, Soi and InfoEdge did not elicit a response.

When the past caught up

The trouble began not in the boardroom, but in Soi’s past.

His exit, as per court hearings, was triggered after a sensitive information of Soi was dredged up. In April 2024 an FIR was registered against Soi in relation to a motor vehicle accident in which the victim succumbed to injuries few months later.

The plaintiff (Soi) argued in court that the incident occurred prior to the funding from InfoEdge. The court hearings also revealed that Bhartiya was very much aware of this incident and had advised Soi to stay silent on it despite Soi telling him that the FIR against him be disclosed to the investors; and this communication was even exchanged between the co-founders over WhatsApp.

However, months later Soi’s past was brought up in an interesting turn of events. Before delving into it let’s take a peek at how the duo started Shoppin.

From batchmates to co-founders

Shoppin, which is operated by USAR Commerce Technologies Pvt Ltd, was launched in May 2024 by Bhartiya and Soi. The duo knew each other from their St. Stephen's College, Delhi, days.

While Bhartiya after finishing education went on to intern at venture capital firm Artha Venture as well as at new-age tech companies Urban Company and Cred, and then landing a job as a Business Analyst at McKinsey before starting Shoppin, Soi was self-employed trying a few ideas around consumer social networks and products targetting GenZ and building autonomous agents, as per their LinkedIn profiles.

In May 2024, Bhartiya reached out to Soi over LinkedIn to kickstart Shoppin. The idea was to help users find fashion online, across brands, faster and smarter. Within months, the product caught on, amassing over 100,000 users.

Like many startups their pitch for funding was rejected by a slew of venture capital firms initially.

However, they were also quick enough to attract pre-seed funding from InfoEdge within just few months of its launch as its user base in India surged over 100,000. Sanjeev Bikhchandani, founder, Info Edge, was also part of a pitch meeting of Shoppin.

After getting the $1 million funding from InfoEdge, the startup began to expand its team. In a LinkedIn post a year ago, Soi wrote, “Our goal is to build a 100 people / $100 billion AI-first company from India (a realistic version of the 1person-$1billion company proposed by Sam Altman, founder of OpenAI),” as he sought applications to fill some roles at Shoppin.

But as the company grew, so did tensions.     

The cracks begin to show

So, what changed in the few months down the line?

As per the court hearings, the first sign of strain came from within. In around January-February 2025, Soi’s technical pedigree was apparently questioned as he did not have experience working with big tech brands.

And soon, Soi’s old motor incident FIR came to light in the eyes of the investor and things were never the same.

On April 21, 2025, Soi received an email from Bhartiya saying Soi had “decided to step down” after discussions with shareholders about his FIR and that InfoEdge had ‘generously approved’ a 5% vested stake for him.

Soi was stunned. Two days later, he replied that he had never agreed to step down, nor had he even discussed such a move.

That disagreement – documented in emails produced in court – was the breaking point.

At this point, an InfoEdge partner Kitty Agarwal swung into action, underlining that the venture capital firm takes the non-disclosure of information very seriously. As per court hearing, she even added that as an investor it did not want to get involved if the founders wanted to take legal recourse.

An early-stage venture capital investor, who did not wish to be identified, said that a venture investor in such a scenario would act depending on what stage of growth the startup is at. “If the startup is doing well, the VC investor would think wise to support one founder and get rid of the other tarnished founder. And if the startup is not doing well, and in this case the other founder also allegedly colluded to suppressing the information, then the VC should take their money out and shut the startup.”

“At the end of the day, the VC-founder relationship is parasitic and VCs are here for the money,” added the investor.

Now, coming back to the case.

After that first email which Soi received and declined to cave in, the company on May 12 issued a show-cause notice accusing Soi of ‘wilful concealment of material facts’ against Soi, a ground for his termination as per the company.

A month later, on June 7, 2025, came the termination notice after Soi kept contesting the nature of his exit.

The termination notice cited a clause in Soi’s employment agreement allowing removal without cause. Soi called it ‘unfair and one-sided’ – and challenged it in court.

The boardroom drama

Interestingly, even as Soi prepared for legal recourse to contest his exit, Shoppin was hiring a new director.

On June 30, CEO Bhartiya called an extraordinary general meeting (EGM) to appoint a new director, Manas Goel, a former JPMorgan Chase engineer and founder of blockchain company NFT Stonkers.

While Soi was also invited for the EGM, hearings suggest that consent for shorter notice had not been taken and so the EGM is not recognised and violative of the Companies Act 2013.

Soi pushed back. On July 29, he issued a notice invoking arbitration and proposed his own nominee arbitrator and also issued a legal notice demanding statutory inspection and access to the company’s records.

Soi’s arbitrator nomination was rejected by Shoppin in August.

In August, Soi escalated the matter to the Registrar of Companies (ROC), accusing Shoppin of obstructing his inspection rights and misrepresenting his directorship status.

This time, he won a small but crucial point. The company admitted in correspondence that Soi’s termination did not affect his directorship, the EGM was invalid, and Goel’s appointment ‘legally untenable.’

The funding that fuelled the fight

Despite these reliefs for Soi, the legal battle has further escalated with the fresh funding round.

Earlier this month, Shoppin closed a Rs 26 crore funding round with Rs 13 crore each coming from Japan’s MIXI Global Investments and InfoEdge.

Before the funding, Soi and Bhartiya held 35% stake each, InfoEdge owned 20% and the remaining constituted employee stock options. Post the investment, MIXI Global Investments got 10%, while InfoEdge’s stake rose to 26%, filings show.

Amid the transaction, the company in October invoked a call option – a clause allowing it to buy back Soi’s shares.

The ‘call option’ notice, dated October 18, said Soi’s 5,000 equity shares were “unvested” since he had left before the one-year vesting period. Shoppin offered to repurchase them for Rs 10 each – a total of Rs 50,000.

Soi has disputed the call option notice citing the ongoing case with the company with regard to the validity of his termination and has argued that it should have been exercised within 45 days of the said termination days.

A week later, on October 25, the company hit back with an arbitration notice to enforce the buyback that will potentially prolong the legal battle.

Delaware incorporation

Notably, what has come to light is that Shoppin has registered itself in Delaware amid the legal battle.

According to the company’s bank account statements, submitted in court, approximately Rs 1.5 crore was transferred from Shoppin’s India entity and recorded as a ‘foreign remittance’ transaction.

It could not be immediately ascertained if the funding the startup raised from Mixi Global Investments and InfoEdge recently will be channelled into the new entity.

Shoppin’s webapp is also only available in the US for now, while we could access its app in India.

To be sure, it is not out of the ordinary for Indian startups to register outside. Startups such as Meesho, Zepto, Pine Labs, Razorpay and Groww had their domiciles outside India before they reverse flipped to go public.

Echoes from other founder fallouts

The Shoppin dispute is not an isolated incident in India’s startup ecosystem where founder relationships fracture under the weight of investor expectations and rapid growth.

One such conflict that got a lot of media attention involved fintech startup BharatPe. In December 2018, just before Peak XV Partners came on board, the public “founders’ list” of BharatPe removed Bhavik Koladiya’s name due to “discomfort” in having a person with a jail term in the US. BharatPe was incorporated in March 2018 by Koladiya and Shashvat Nakrani as co-founders with Ashneer Grover joining three months later as the third co-founder.

After Peak XV came on board, Grover became the face of the company, and Koladiya continued as a ‘consultant’ while an arrangement was reached to minimize his public involvement. As part of the arrangement, Koladiya transferred his stake to Grover, Nakrani, Nakrani’s father and some angels.

Interestingly, in 2022 Grover was removed by the board of BharatPe following allegations of financial irregularities, leading to a prolonged legal battle and significant media attention. The following year in January 2023, Koladiya moved court against Grover to reclaim his stake.

In another instance, Anuj Mittal, a co-founder at Beenext-backed healthtech startup Healthians, filed a petition with the NCLT in 2017, alleging mismanagement at the company and oppression of his rights as a minority shareholder. In his petition, Mittal had alleged that founder Deepak Sahni and the investors had oppressed him by reducing his shareholding through fraudulent means.