ADR vs GDR: the difference for Indian companies

On ADR vs GDR, both are depository receipts: a foreign bank issues a receipt against a company's shares, held by a custodian in the home market, so the stock trades abroad in foreign currency. The difference is the market. An ADR, an American Depositary Receipt, lists in the United States. A GDR, a Global Depositary Receipt, is sold to investors in more than one market and has historically listed in London or Luxembourg. For an Indian listed company both run under one rulebook, SEBI's depository receipt framework of 10 October 2019, re-read for this page on 28 September 2026. This guide compares ADR vs GDR for Indian issuers. It is not investment advice.

ADR vs GDR: what is the difference?

The mechanics match; the venue, the regulator abroad, and the investor base differ. Indian law does not have separate ADR and GDR rulebooks. SEBI's circular SEBI/HO/MRD/DOP1/CIR/P/2019/106 dated 10 October 2019 defines a depository receipt as a foreign currency instrument listed on an international exchange, issued by a foreign depository in a permissible jurisdiction, and says the term includes a "global depository receipt" under section 2(44) of the Companies Act, 2013 (Explanation 2 to paragraph 2.3). An ADR is that same instrument listed in the US.

Spelling note: US practice writes "depositary", Indian law writes "depository". Both mean the same bank role.

Which rules govern an Indian company's ADR or GDR?

Three layers, all still in force when read on 28 September 2026:

• The Depository Receipts Scheme, 2014, notified by the Central Government on 21 October 2014 (F.No. 9/1/2013-ECB) and amended on 7 October 2019, as SEBI's consultation paper of 4 August 2026 summarises it.
• SEBI's framework circular of 10 October 2019, which applies only to a company incorporated in India and listed on a recognised Indian exchange. SEBI's 4 August 2026 paper (para 4.6) places it today at Section 22, Chapter 1 of the Master Circular for Stock Exchanges and Clearing Corporations dated 30 December 2024.
• SEBI's list of permissible jurisdictions, circular SEBI/HO/MRD2/DCAP/CIR/P/2019/146 dated 28 November 2019.

The 2019 circular sets these conditions, by paragraph:

• 2.8, listing standard. The listing must meet the highest level available to foreign issuers. SEBI's own examples: an issuer-sponsored Level III ADR on Nasdaq or NYSE, DRs on the Hong Kong main board (an example of the standard; Hong Kong is not on the 28 November 2019 permissible list below), and GDRs on the Standard Segment of the FCA's Official List traded on the London Stock Exchange. An over-the-counter ADR is not listed on a specified exchange, so it is not a route under paragraph 2.7.
• 2.11, foreign limit and public float. Shares issued or transferred for DRs, added to other non-resident holdings, cannot exceed the FEMA foreign-holding limit, and the company must still meet minimum public shareholding after excluding the shares held by the depository for DRs.
• 2.14, 24-hour filing. Anything disclosed on the overseas exchange must also be filed with the Indian exchange within twenty-four hours.
• 2.16, voting. Votes on the underlying shares are cast by the foreign depository only on the DR holder's instructions.
• 2.18, pricing. Shares for DRs cannot be priced below the price for the corresponding mode of issue to domestic investors.
• 2.22, no pre-release. The foreign depository cannot issue DRs until the domestic custodian confirms it has received the underlying shares.

Where can an Indian company list an ADR or a GDR?

Only in a permissible jurisdiction, on a specified exchange. The list SEBI published on 28 November 2019 names eight:

Luxembourg is not on that list, so a Luxembourg listing is not an available route for a new issue under the framework. A receipt listed in GIFT City's IFSC is a DR even though it trades inside India.

Who can hold an Indian company's depository receipts?

Paragraph 2.15 of the 2019 circular limits DR holders, including their beneficial owners, to people who are neither resident in India nor NRIs. SEBI's circular SEBI/HO/MRD2/DCAP/CIR/P/2020/243 dated 18 December 2020 added two exceptions for NRIs: DRs received under a share-based employee benefit scheme, and DRs issued in a bonus or rights issue. Outside those, NRIs may not subscribe to or acquire further DRs, including DRs issued before 10 October 2019.

How do ADRs and GDRs show up in a shareholding pattern?

The depository's holding of the underlying shares stays in the Indian company's quarterly shareholding pattern. The filing has a column for shares underlying outstanding depository receipts, and names the depository that holds them.

ICICI Bank's filing places that block under public shareholders, Institutions (Foreign), "Overseas Depositories (holding DRs) (balancing figure)", and the XBRL flags the company as having shares against which depository receipts are issued. The same filing's notes record that from 2 January 2026 the ADS deposit agreement gives ADS holders voting rights, subject to the Banking Regulation Act. A reader tracking FII and DII holdings should read the depository line separately: those shares are foreign-held through a receipt, not a portfolio investor's direct stake.

SEBI's circular SEBI/HO/MRD/DCAP/CIR/P/2020/190 dated 1 October 2020 makes one depository the designated depository for each such company. It computes and publishes on both depositories' websites the "headroom", the number of shares that can still be converted into DRs: DRs originally issued, less shares underlying outstanding DRs, less unused re-issuance approvals.

What changed in 2026?

SEBI's consultation paper of 4 August 2026 proposes letting REITs and publicly listed InvITs issue depository receipts against their units, modelled on the equity framework above; privately listed InvITs are excluded. Comments closed on 25 August 2026. SEBI's circulars listing, read 28 September 2026, shows no final circular yet, so it is a proposal, not a rule. For an equity issuer, the ADR vs GDR rules are unchanged from the 2019 and 2020 circulars.

For the instruments on their own, see what an ADR is and what a GDR is.

Flock reads disclosure filings and keeps each one dated and linked back to its source, so you can go from a summary to the original filing in one step. What any of it means for your money is your call to make.