That weeping philosopher, Heraclitus, said morbid things like, “your present is slipping away from you”, and, “it is not possible to step into the same river twice”. I would not normally burden you with the unnecessary heaviness of his observations, but I feel obligated to mention that those quotes sit heavily on my mind as I think about what to say as I write this blog. To write a story in retrospect, is to write it in half-truth. That present has slipped away, and I stand only in the memory of a four-year-long river.
The last time I wrote about Tilt, Rachit, Daksh and I were each 23 years old, living in a dilapidated old apartment on the outskirts of Nashik (which we paid ₹1,000 a month in rent for), and running virtually every part of the business between the three of us. That feels like an entire lifetime ago. A lot has changed in the last few years. But then again, barely anything has.
I didn’t write in the interim, because I did not know how to talk honestly about something that was in itself poorly defined. What was Tilt? What were we doing, if anything at all? The days were short, the months were long, and we did so much, despite never finding the time to.
I feel that now, some four years later, I can be closer to truthful about our story than at any time prior to this.
This blog is an attempt to feign objectivity as I describe how we found product-market fit, failed to fundraise, almost died amid the pandemic, raised money from the world’s best investors, pivoted, scaled to hundreds of apartments, and met dozens of the most wonderful people along the way.
The battle of bedlam
Right after we launched Palava (which is where my last blog came to a close), a eudaemonic energy had taken over us. We’d finally had a taste of that elusive love-from-users high. People couldn’t get enough of our bicycles, and we couldn’t keep up with the pace of it all.
The almost instant realisation for us was how poorly we had set up everything else in the company to manage the modicum of the scale that came with launching Palava. How would we hire more mechanics? How would we handle spare parts? Who counts inventory and makes sure we don’t lose anything? How do we respond to customers 16 hours a day? And how the hell were we going to pay for all of the people and stuff that we needed?
No doubt, more experienced founders (and more intelligent first-time founders) would read the above paragraph and chuckle at our naivety. In retrospect, we’re chucking as well.
We spent the next six months putting out those fires, thrilled that people were willing to pay us to ride bicycles, and that they wouldn’t stop despite our operations being a total clusterfuck. Towards the end of 2021, when things looks relatively more stable on day-to-day business operations, I reached out to someone who had been an advisor for over two years, Arjun, to get his advice and help on fundraising.
Chess and checkers
We met Arjun Nohwar in 2019 when we were still ‘Pedal’. For context, at that time, Arjun was the Head of Uber for Business APAC, and we were a bunch of college kids who didn’t know what a topline was. He took the meeting because Hasit from DISQ (who we practically owe the premise of Tilt to) thought we should explore some way to collaborate with Uber. Needless to say, no such collaboration materialised, but Arjun was taken in enough by our story that he wanted to invest and mentor.
Over the next two years, he watched us fail, pivot, and grow, both as a company and as founders. So, when at the end of 2019 I approached him to help us fundraise, he brought his characteristic vigour to help us make it happen.
With his help, we spoke to dozens of angels and VCs in India. We were new to the process of fundraising, and it was immediately apparent that founders and investors just spoke entirely different languages.
Indian investors didn’t like ambiguity. Gritty founders and an interesting idea weren’t enough, especially if those founders didn’t come from an IIT, or work previously at Google. They wanted 5-year projections, TAM estimates, go-to-market plans and product roadmaps, all of which pre-PMF companies (rightfully) don’t even think about. Investors would have bizarre pre-conditions to investing (“I can only invest if investor B also invests”) and absurd, exploitive term sheets (“Super pro-rata is standard for a company your size”). I learnt for the first time how cashflow projections were done, and spent hours with our chartered accountant concocting valuations on Excel. Besides being wasteful and transparently dishonest, the entire experience was a pronounced distraction from what we had to really be working on — finding product market fit.
A mentor later joked that more fiction had been written on spreadsheets than in novels. One year later, when we were going through Y Combinator, we had a group partner tell us to explicitly never entertain investors who ask for spreadsheets. “In fact,” he said, “founders should be militant about who they decide to speak with. If they ask for a spreadsheet, they don’t understand early-stage investing”.
By the end of February 2020, after dozens of meetings in Taj hotels and Starbucks cafes, we had found an angel investor who we had taken a liking to (and who had taken a liking to us). We had had a few conversations by then, and he was comfortable investing in us at favourable terms. We met for a closing meeting in the first week of March to weed out the final details. It ended with us shaking hands on the terms, and a verbal agreement to close out the documentation and wire by the end of the month.
I called Rachit and Daksh right after the meeting to let them know that we had finally closed our first fundraise.
Two weeks later, on the 24th of March 2020, as a result of the COVID pandemic, a nation-wide lockdown was announced.
Hindsight 20/20
Looking back at it all, I have come to conclude that most of life’s occurrences are best weighed in hindsight. Locked-in to a 9th floor flat in Nashik, the three of us watched every bike roll to a standstill and concluded, sensibly, that this was possibly the end of Tilt.
Laptops perpetually open, splayed out on the gigantic table that consumed our living room, we cycled through browser tabs. WhatsApp groups bubbled with messages from our distressed families hundreds of miles away. The news turned into a siren of voices, shouting at us to keep calm. Expressions of medical authority (both real and fake) bled into every twitter thread, every Facebook post. And, as we heard through one ear the ever increasing discombobulation of a nation plunged into a pandemic, we heard through the other our business grind to a halt.
Our investor had stopped picking up our calls. Our stations had ceased to unlock bikes. There were no more rides, or payments, or complaints, or users, or ratings. Only radio silence.
We did not have enough money in the bank to make it for more than a few months. I kicked myself for not closing the fundraiser sooner.
A P&L statement is quite simple: revenue comes in the top, you deduct your expenses, don’t forget to pay the state, and whatever is left, is yours to keep. Our first month was spent cutting every expense we could. Software, salaries, rent, food, laundry — nothing was spared.
And at the end of it all, we were still in the red. We needed cash.
I must have filled out a few hundred Google forms in the following month. Every incubator, accelerator, seed fund and grant program received an email from us. It’s one thing to go out of business because we did not build it well. It’s another entirely to have it join COVID’s casualty list. We were determined to survive.
Hope at last came in the form of a phone call from Nilay. We had met each other years ago, as teenagers, at Tata’s incubator. He was working with the Maharashtra government to build their COVID contact tracing app and needed some advice. As we spoke, sharing with each other the turmoils that surrounded our own little enterprises, he told me after careful consideration that my best bet was Shruti Rajagopalan. If there was one person crazy enough to put money in a bike-share in the middle of a pandemic, she was the one.
It took 3 weeks of follow-up emails to get Shruti on the phone. The call was brief. She asked about me, my cofounders, and why we didn’t choose to get jobs like everyone else our age. She then told me she was happy to give us the money we needed, and wired it across two days later.
Shruti will insist that she (via EV) invested in us, not our company. Perhaps. But she not only saved our company, she reset it. Six months later we would get into YC, raise a sizable seed round, and begin our climb from the tens to the thousands.
But I’m getting ahead of myself. What was most important from this episode, was the lesson we learnt about hindsight: Only a fool envies success or broods misfortune. Coins turn faster than we can count them.
There’s no such thing as a dragon
Money in the bank buys you time. Not PMF. With zero bikes being used (and every manufacturing plant now deserted by its employees), we needed to re-think the business.
Lucky for us, if there was one thing we did right at Tilt, it was that we talked to our users. We’d call them, WhatsApp them, email them and send them enough feedback forms to cause them to block us. And from all that annoyance, we’d learnt something about our business that we had parked away under a rug because of the sheer absurdity of the idea — our users didn’t want to ride a bike for mobility. They didn’t want to cycle at work, or to work, or from work, or any-other-preposition related to work. They wanted to ride for fun. For their health, and wellness, and fitness. For the nostalgia of cycling, and how it reminded them of when they were children, rushing down slopes and bending precariously around corners.
We had brushed this insight aside because it did not align with the popular narrative: a bike-share is supposed to replace a car, or a motorbike, or a shuttle bus. And a bicycle being used for health replaces none of those vehicles. No emissions saved, no carbon offset. So we put our bikes in manufacturing plants, petrochemical factories, IT parks and private cities.
However, despite all our branding and marketing screaming mobility, the bikes were still largely used for health, fitness and recreation.
The pandemic forced us to reconcile with this dragon. To acknowledge this tide in the affairs of men. Everyone was stuck at home. Every apartment complex in every metropolitan city was brimming with people practically spilling out their high-rise windows. We could take our bikes out of manufacturing plants and into apartment complexes, but that meant we had to contend with that little inconvenient nugget — we were solving for health and wellness, not mobility.
I moved to Bangalore the first chance I got (my family is in the city, and Bangalore has the highest number of apartment complexes in India), and Rachit started out to Pune (the third-largest Indian market). By December 2020, we had launched at our first few apartment complexes in both cities, and the data was undeniable: people want shared bikes for health and fitness. Our users were right, and we did well to listen to them.
And so began the great pivot. We stopped thinking about getting users from home to metro station, and instead obsessed over how we could get them from morning walk to morning ride. Three years after starting up, we’d hit upon something truly unique that no one anywhere else was building.
A gentleman by the lake
Shruti’s cheque prevented death, but did not guarantee prosperity. For that, we needed early-stage investors giving us startup capital.
Like the quest to prevent extinction led us to Shruti, the quest for growth (on her introduction) led us to Mohit.
For his part, the Count had opted for the life of the purposefully unrushed. Not only was he disinclined to race toward some appointed hour — disdaining even to wear a watch — he took the greatest satisfaction when assuring a friend that a worldly matter could wait in favor of a leisurely lunch or stroll along the embankment. After all, did not wine improve with age? Was it not the passage of years that gave a piece of furniture its delightful patina? When all was said and done, the endeavors that most modern men saw as urgent (such as appointments with bankers and the catching of trains), probably could have waited, while those they deemed frivolous (such as cups of tea and friendly chats) had deserved their immediate attention.
Anyone who has read A Gentleman in Moscow has met the wonderful Alexander Rostov. Mohit (pleasantly sharing the same name as my little brother), is the Count in the flesh. Patient, wise, and candid. He, like Shruti, was quick to decide. First, a few questions about me and my childhood. Next, a few questions about why we’re building Tilt. Finally, a commitment: “I’m in. How do you propose we raise the rest?”.
Once he committed, the rest came in quickly. Ashwin had seen us build Tilt since we were teenagers in Nashik. Pankaj was the driving force behind our Tata Motors pilots. Arjun (who you’ve already met) was thrilled to add more fuel to the fire. All of them made introductions and brought in friends, and few weeks of work later, as the pandemic reared its ugly second head, we closed our pre-seed fundraise.
Make something people want
In the startup world, most good ideas seem bad initially. If they were obviously good, someone would already be doing them. So you need the kind of intelligence that produces ideas with just the right level of craziness.
- Paul Graham
We had spoken to most of the VC world in India by this point, and had concluded that we were too insane for them. No bike-share anywhere had made their investors money. After Ofo and Mobike and Jump (and, locally, Zoomcar PEDL and the likes), no Indian institution was going to touch a bike-share. Even (especially, perhaps) one that was focused on fitness instead of mobility.
If we wanted to go beyond angels, we had to go abroad. And YC was one of the few that we thought would be willing to buy our level of crazy.
Now I want to be sure that I do not muddy this narration with the glassy-eyed filter that retrospect provides: we did not for a second believe we’d get in. We hoped, and prayed, and wished. But we definitely did not see how, reasonably, we stood any chance against the 15,000 other applicants who were also looking to be funded.
That, however, does not mean that we did not try. We spent a month obsessing over every detail in the application. We had it reviewed by multiple YC alumni, and, when against all odds we made it to the interviews, we spent hours practicing for that 10-minute call.
At 1 am on a Tuesday morning in 2020’s terribly cold November, we joined a Zoom call from Rachit’s house in Surat. One of us was on a WiFi connection borrowed from the neighbour, and another was sitting on the staircase to avoid our voices from intermingling. To this day, we are not sure exactly what we said that had them convinced. If you ask me, I think I saw a glint in Tim’s eye when I told him that we, the founding team at Tilt, live together. We work at the same table. Sleep in the same room.
Mattresses on floor, shoulder to shoulder, every night for three years.
That story is often received with suspicion. Because while grit is necessary, it is not sufficient. Unfortunately, I have no other explanation. We were building on a wild hypothesis, tossing shared bicycles inside Indian campuses in the middle of a pandemic. I believe YC decided to give us money because we did not know how to give up.
Midnight’s oil
That first 1 am call was the beginning of the upside-down days. Thrice a week for three months, the three of us would sit up till 2 am in the morning talking to our group partners and our batchmates. While our half of the world went to sleep, we joined the other half as they woke up. It felt plastic to have reality around us retard to a deafening quiet as we watched through a laptop screen the likes of Brian Chesky and Michael Siebel tell us those little, unintuitive secrets about the startup world. Secrets about how investors make decisions, and how customers fall in love with products.
Their clandestine wisdom outlined answers to many perpetually hard questions — what metrics to track, how to make decisions, what to put in an MVP, how to build a pitch deck, and when one ought to make a new hire. Well past midnight, intensely sleep deprived and seated (virtually) alongside some of the brightest people on the planet, we listened, and asked questions, and learnt as much as we could. Tilt by day, YC by night, those three months taught us so much that would have otherwise taken us years of bootstrapping.
Invariably, our fundraising ambitions grew with our business. Only months ago, we would have been overjoyed with raising a couple dozen lakh rupees. But YC had taught us to zoom out: the big picture needed much more capital, and we had to find investors willing to take that bet.
By Demo Day (where our seed round fundraise began), we were used to staying up well past midnight. The upside-down days had changed composition by then, rotating over from YC’s 2 am mentoring sessions to 2 am Zoom calls with the world’s best VCs and angel investors. Wide awake (albeit with rheum-filled eyes), I logged into call after call for four months, telling investors the Tilt story. We knew walking in that the raise would not be easy — we were not a SaaS business or a crypto startup. We were not even a hardware business in Europe, which might also have been forgivable. We were a bike-share for India. And that meant that we would receive exponentially more rejection emails than most of our batchmates.
It took over 150 calls to close our seed round. 36 investors participated, and, in the process, we learnt to put in action all the lessons we had learnt about fundraising from YC’s program. Fundraising is brutal, and fundraising is simple. You must simultaneously know everything, and know nothing; see deep into the future, and be intensely short sighted.
Forest and trees, half full and half empty, we had reached the end of the upside-down days, and had to now scale our business.
Penny saved, penny earned
After years of living month to month, we suddenly had crores in the bank. This money brought with it that hard-to-resist human urge to spend. Frugality was no more choice-less; we could now simply throw money at building our company. No one would blame us if we’d immediately hired employees, manufactured bikes and launched new cities.
Thousands of well-funded startups die this way. Our sense of restraint came from all the lessons we’d learnt from YC. We were yet to prove PMF.
Between June and December 2021, only a handful of new apartment complexes were launched. We were itching to go to dozens more, but waited to see if the usage and revenue data justified the spending.
What was 2,000 rides a week in June grew to 5,000+ by December. Despite not scaling, we had thousands of new active users who loved Tilt, and patterns across both Bangalore and Pune seemed homogeneous. Usage became predictable, and our product roadmap emerged organically. We finally knew our user intimately: residents across India’s best apartment complexes who:
- wanted a fitness product that was more exciting than a morning walk,
- hated the idea of buying and maintaining their own bike,
- and desired the option to get two or three bikes in one go in case they had friends or a spouse along with them.
Tilt was the solution. As the new year rolled around, we were ready to scale, convinced that we had a real business on our hands.
Great execution hinges on meticulous preparation. Rachit got to work setting our supply chain in order: hardware was standardised, rates were negotiated, and everything was carefully tested. We leased a small warehouse, and spent weeks setting up assembly and inventory processes. Daksh sped up on building software, launching features that would allow for higher retention, better tracking, and increased revenues. We put together the basics of our operations, marketing, sales, support, and every other part of the business that needed to be in place to support the oncoming onslaught.
Then, we began to scale.
We grew 900% in the next 10 months. By mid-2022, we were launching a station a day, growing every key metric exponentially. Our team had grown to 40+ people (most of whom were mechanics) spread across 3 cities. At many points through those months, we were growing faster than we could keep up; processes were broken and re-written constantly to keep up with a ballooning enterprise.
We did not mind the spend that accompanied the growth — we were confident in our ability to fundraise again if needed, as long as the funding climate did not buckle.
You know what came next, of course: the funding climate buckled.
Grumblings about a possible funding winter began early in 2022, fuelled by hikes in interest rates by the US FED. We dismissed it at first — we had seen how funding slowdown rhetoric had proven unsound previously during COVID, and chalked it up to a temporary disruption to the status quo. We were wrong. The factors this time around were much more systemic, and it all came to a head when YC sent out a memo telling us to get off the growth-at-all-costs bandwagon and move to Default Alive as soon as we could.
For the helmsman to wreck his vessel, he does not need the same resources, as he does to save it.
— Epictitus
Fortunately, we knew the drill, having done it once before amidst the pandemic: drive up revenue, drive down costs, focus on unit economics.
By October, we had halved our pace of campus acquisition and pivoted our focus to driving up the income that every station delivered. By December, we were operationally profitable, and by the start of 2023, we had positive gross margins. In an industry scarred by the graveyard of startups who did not know how to earn their cost of capital, we had exercised prudence and avoided death for a second time.
Icarus also flew
This is where I must bring my narration to a close. The wonders of 2023 and beyond will have to wait to be unveiled in a future note.
Over the last six years, we’ve had the distinct pleasure of serving over a hundred thousand users. We’ve worked closely with hundreds of the smartest people in the world — employees, interns, mentors and investors. We’ve made friendships that will last a lifetime, and learnt lessons that will prove invaluable for many years to come.
I’m beyond grateful for the good fortune that has visited our dwelling every step of the way. Few founders get this far, and we were lucky to have multiple coin-tosses go in our favour. Many things continue to be broken, on fire, and in need of revision. Every day continues to be surprising and unpredictable.
I wonder when I will write about Tilt next. Will Tilt be alive and kicking then? Or will we have run our course?
In starting up, death, like greatness, is always around the corner. The postmortem — from both friends and strangers — is always the same: it was much too risky, too ephemeral; we always knew that you would die.
We will, of course. Eventually. All companies die. With enough time, all startups, like all people, become irrelevant, replaced, and forgotten. But it is the having, not the keeping, that is the treasure.
Six years in, this journey feels as exciting as it did when we were students goofing around in college. Everyone remembers that Icarus fell, but we choose to remember that also Icarus also flew.
