Resolut Partners

Exit Masterclass Series: Put Options and Buybacks

A Three-Session Series on Private Equity Exits In India and Some Pitfalls

Thursday, 02 July, 2026

Relevant Material

Recent Supreme Court judgments upholding SIAC arbitral awards on Investor exit related matters set a new high-water mark for investor protection in India, and are required reading for investment funds and promoters alike. In that backdrop, Resolut Partners and Freshfields, supported by the Singapore International Arbitration Centre, are delighted to introduce the Exit Masterclass Series, with its first session on Put Options and Buybacks.

Key Considerations

  • Pricing the option and determining fair value – insights from a practitioner perspective
  • IRR-assured put options: are they enforceable, and can the assured return be recovered as damages – bypassing the fair value debate altogether?
  • Resisting a put option: what defences are available to a counterparty?
  • Resisting a buy-back obligation: what defences are available to a counterparty?
  • When the counterparty refuses: exercising the option, navigating arbitration, enforcing the foreign award in India
  • FEMA pricing guidelines and payments to non-residents – the public policy objection and how promoters have relied on it over the years

Speakers

Pratibha Jain

Group General Counsel & Head of Strategy, Everstone Group

Pratibha is also a member of the Management Committee at Everstone. In addition to overseeing all legal matters across the Group, Pratibha also leads strategy for the Group. Before joining Everstone, Pratibha... Read more

Rohit Bhat

Partner, Freshfields

Rohit represents clients in complex, high-profile international commercial and investor-State arbitrations, as well as investigations across a wide variety of industry sectors. He has been involved in... Read more

Shwetha Bidhuri

Director & Head (South Asia), Singapore International Arbitration Centre

Shwetha was enrolled as an Advocate in 2007 and holds a Master of Laws degree. Prior to joining SIAC, Shwetha worked in the dispute resolution practice of a leading law firm in New Delhi for nearly a decade... Read more

Ashish Kabra

Partner, Head - International Disputes & Investigations, Resolüt Partners

Over the past 15+ years, Ashish has built a truly global practice, representing sovereign wealth funds, global private equity funds, S&P 500 companies, and ultra-high net worth individuals in complex... Read more

Mohammad Kamran

Partner - International Disputes & Investigations, Resolüt Partners

Kamran brings over a decade of experience and a rare combination of international disputes, investigations, and regulatory enforcement work, with deep roots in the Indian disputes landscape. He has... Read more

Relevant Judgements

  1. Nagaraj V. Mylandla v. PI Opportunities Fund-I (Supreme Court, 2026 INSC 298)
  2. Nine Rivers Capital v. Gokul Patnaik (Delhi HC, 2025 SCC OnLine Del 2898)
  3. Vijay Karia v. Prysmian Cavi E Sistemi SRL (Supreme Court, (2020) 11 SCC 1)
  4. Cruz City 1 Mauritius Holdings v. Unitech Limited (Delhi HC, 2017 SCC OnLine Del 7810)
  5. Banyan Tree Growth Capital v. Axiom Cordages (Bombay HC, 2020 SCC OnLine Bom 781)
  6. GPE (India) Ltd v. Twarit Consultancy Services (Madras HC)
  7. GPE (India) Ltd v. Twarit Consultancy Services (Supreme Court order, 26.08.2025)
  8. Raffles Education Investment v. Educomp Professional Education (Delhi HC, 2023 SCC OnLine Del 3936)
  9. Imax Corporation v. E-City Entertainment (Bombay HC, 2025 SCC OnLine Bom 5565)
  10. EIG (Mauritius) v. McNally Bharat Engineering (Calcutta HC, 2021 SCC OnLine Cal 2915)
  11. NTT Docomo v. Tata Sons (Delhi HC, 2017 SCC OnLine Del 8078)

Other Reading - relevant for private equity

  1. Stress-Testing the Deal: Key Investor Protections in Downside Scenarios - on how exit waterfalls and event-of-default remedies actually hold up when a deal turns contentious, including what "an absolute obligation to find a buyer" meant in Nagaraj Mylandla v PI Opportunities.
  2. M&A Considerations for Roads Secondaries in India - exit dynamics in a sector where secondaries are where the real liquidity event happens with Baker McKenzie.
  3. GAAR Grandfathering Restored: CBDT Responds to Tiger Global, but Only Partly - the tax overhang that shapes how, and through where, funds structure their exits.
  4. Tiger-Flipkart: Rewriting the Rules of Treaty Interpretation with Renewed Nationalism? - a close read of the Supreme Court's Tiger Global ruling and what subjecting the India-Mauritius treaty to GAAR means for how funds structure and time their exits.

Please click here for more research.