Brnd.me (formerly Mensa Brands), the house-of-brands platform founded by former Myntra CEO Ananth Narayanan, is caught in a legal battle, at a time when it is preparing to float its initial public offering (IPO).

The company has been taken to the National Company Law Tribunal (NCLT) by the founders of Tanvi Fitness Pvt Ltd, the company behind peanut butter brand MyFitness, in which Mensa acquired a majority stake in 2022.

Mohammad Patel and Rahil Virani, the founders of MyFitness, filed a petition at the tribunal on February 23, 2026, alleging oppression, corporate mismanagement and diversion of funds.

The dispute did not arise overnight. Brnd.me had already initiated arbitration under the acquisition agreement as disagreements emerged over how the founders' remaining stake in MyFitness should be valued. When Brnd.me acquired a 51% stake in Tanvi Fitness in 2022, the founders retained 45%.

But first let us look at the details of the allegations made by the MyFitness founders against Brnd.me, per court hearings.

Allegations against Brnd.me

In their NCLT petition, the MyFitness founders allege that since acquiring control in 2022, Brnd.me caused Tanvi Fitness to enter into related-party transactions that were not conducted at arm's length, resulting in an estimated Rs 40-50 crore being transferred to group entities as of March 31, 2025.

They pointed to warehousing charges and shared services payments to Brnd.me-affiliated entities, which they said were significantly above industry standards. According to the founders, these transactions weakened Tanvi Fitness' financial position, pushing it into losses even as revenues continued to grow.

Registrar of Companies (RoC) filings compiled by Tracxn show that Tanvi Fitness swung to a net loss of Rs 0.3 crore in FY23, with losses widening to Rs 24.2 crore in FY24 before narrowing to Rs 19.5 crore in FY25. Revenue rose from Rs 91.9 crore in FY23 to Rs 142.7 crore in FY25.

To support their claims, the founders submitted a preliminary review by Alvarez & Marsal, which they said identified certain related-party transactions that were not conducted at arm's length. The review also observed that while Tanvi Fitness' financial position weakened, certain related parties became EBITDA positive.

The founders have also alleged governance lapses, including improper approval of related-party transactions and exclusion from effective participation in company affairs.

Notably, the NCLT has temporarily restrained Brnd.me from invoking the call option to acquire the founders' remaining 45% stake under the acquisition agreement.

The founders highlighted that Mensa sent an 'Event of Default' notice under the acquisition agreement late night on February 23, 2026, to allegedly obstruct reliefs being passed in the petition on February 24 by the NCLT Chandigarh bench.

The next NCLT hearing is set for March 19, 2026.

Brnd.me's response

In response to detailed email queries from The Head and Tale, Brnd.me said it "categorically and unequivocally rejects" the allegations made by "certain shareholders" of Tanvi Fitness.

"The allegations of financial impropriety, fund diversion, and governance failures are entirely without merit and are categorically denied. All transactions have been undertaken in compliance with applicable laws, contractual arrangements, and established governance standards," it said.

It also explained that it had engaged independent advisors, including Baker McKenzie and Grant Thornton to review issues around the acquisition agreement. "Their findings identified material breaches by the concerned shareholders under the acquisition documentation," it added.

It also underlined that present petition by the MyFitness shareholders appears to have been filed subsequent to the enforcement of Brnd.me's contractual rights and the initiation of its own proceedings against Tanvi Fitness.

Brnd.me had filed the case against Tanvi Fitness founders in the High Court of Karnataka on February 12, 2026.

"Mensa remains committed to the highest standards of corporate governance and is confident that the ongoing judicial and arbitral proceedings will establish the correct factual position. As the matter is sub-judice, the company will not be making any further public statements at this stage," it stated.

In the petition before the Karnataka High Court, Brnd.me has sought to restrain MyFitness founders from transferring or creating third-party rights over their shares. It has also sought restrictions on their dealing with assets and engaging in competing business activities, and requested disclosure of assets through affidavit.

The next hearing before the High Court is scheduled for March 2.

Origins of the friction

According to two persons familiar with the developments, the frictions appeared just some months after the acquisition happened in 2022, leading to MyFitness founders withdrawing from operational roles.

One of the persons cited above said that exclusion of the founders from board meetings created disillusionment and soon Mensa levelled allegations that the founders breached certain provisions of the 2022 share purchase agreement.

Another person said the MyFitness fouders were no longer in operational roles and they voluntarily stepped down from their executive positions in 2023.

The friction intensified as the MyFitness founders went on to launch a "competing" venture. Public records show that Mohammad Patel launched ICON, a direct-to-consumer brand in the luggage and travel accessories segment, in 2023. The following year, ICON received funding from venture capital firm DSG Consumer Partners.

The second person added that tensions also heightened after some MyFitness employees left to join the new venture. Two of ICON co-founders were previously associated with MyFitness. Virani's subsequent role could not be independently ascertained.

The second person also said that the claims of the diversion of funds by Brnd.me were misplaced as the person explained that Brnd.me operates a centralised platform model in which shared services including technology, operations and supply chain are housed at the group level, with costs allocated across portfolio brands using a uniform methodology that has remained unchanged since the acquisition.

In response to The Head and Tale queries, MyFitness founders said, "Since the matters are sub-judice I do not wish to comment on the same."

Brnd.me's IPO plans

The legal battle comes at a time when Brnd.me has been preparing to go public.

Just earlier on Thursday, Brnd.me said that it completed a cross-border composite merger shifting its domicile from Singapore to India, paving the way for the initial public offering (IPO). It is preparing for a public listing over the next 12-18 months.

Brnd.me was among a clutch  of startups that had received substantial funding when investor interest in Thrasio-style models in India was at an all-time high in the early 2020s. Brnd.me was also catapulted to the famed unicorn club of startups in 2021 after it raised a whopping $135 million as part of its Series B funding round led by Falcon Edge Capital's growth stage platform, Alpha Wave Ventures at a valuation of $1.2 billion.

Other existing investors including Accel Partners, Norwest Venture Partners and Tiger Global along with new investor Prosus Ventures had also participated in that funding round.

Apart from MyFitness, Brnd.me's portfolio includes beauty and personal care brand Majestic Pure, personal care brand Botanic Hearth, and party products brand PartyPropz.

Per the company's statement, Brnd.me reported revenue of around Rs 1,500 crore in FY25 and is targeting an FY26 exit revenue run-rate of Rs 1,700-1,800 crore. The statement also said that it has turned operating cash-flow positive in FY26.

Inc42, citing Brnd.me's filings in Singapore said that in FY25 the company saw a 5.8% decline in its consolidated revenue from operations to $168 million (about Rs 1,394 crore) from $178.6 million (about Rs 1,482 crore) in the previous FY24. Meanwhile, its loss widened 39% to $60.4 million (about Rs 501 crore) from $43.5 million (about Rs 361 crore) in FY24.

Over the years investor interest in the house of brands model in India has dwindled and a bunch of such Thrasio-style models that had received funding has fallen by the wayside or failed to scale up. Last year, 10Club, backed by venture capital firm Fireside Ventures, initiated voluntary insolvency proceedings at the NCLT.