IPO Grey Market Fraud: How to Protect Yourself

1. What is the IPO Grey Market?

The IPO grey market is an informal, unregulated space where shares of an upcoming IPO are bought and sold before their official listing on stock exchanges like NSE or BSE. Here, brokers and investors trade on the basis of demand and speculation, often using cash and informal agreements. The most common metric is the Grey Market Premium (GMP), which indicates the price difference between the IPO issue price and the expected listing price.

Note: While grey market trading is not illegal in India, it is completely unregulated and lacks any investor protection or transparency.

Source: HDFC Bank, ICICIdirect [1][2]

2. How Does Grey Market Fraud Happen?

  • Price Manipulation: Operators artificially inflate GMP to create hype, luring retail investors into thinking the IPO will list at a huge premium. This can be used to dump overpriced shares on unsuspecting buyers.
  • Fake Applications and Multiple Accounts: Fraudsters use fake identities and multiple demat accounts to corner large share allotments, distorting demand and supply.
  • Unregulated Transactions: Deals are based on trust and cash; if one party defaults, there is no legal recourse or grievance redressal mechanism.
  • Collusion with Insiders: Sometimes, market operators, brokers, and even company insiders collude to rig prices or corner shares, especially in small and mid-sized IPOs.
  • Pump and Dump Schemes: Shares are hyped in the grey market, sold at high prices, and then dumped after listing, causing huge losses to late entrants.
  • Subject-to-Sauda Frauds: “Subject to sauda” deals are made on the condition of allotment, but if the allotment doesn’t happen or the counterparty defaults, the investor can lose money.

Source: Indiaforensic, HDFC Bank [5][1]

3. Risks of Participating in the Grey Market

  • No SEBI regulation or legal protection.
  • No transparency in pricing or settlement.
  • High risk of fraud, defaults, and disputes.
  • No grievance redressal in case of loss or cheating.
  • Potential for manipulation by operators and insiders.
  • Cash-based transactions increase risk of non-payment or legal issues.

Source: HDFC Sky, HDFC Bank [8][1]

4. SEBI’s New Steps to Protect Investors

  • Regulated Pre-Listing Trading Platform (“When-Listed”): SEBI is introducing a legal, transparent platform for trading IPO shares between allotment and listing, replacing the grey market. This will bring all trades under regulatory oversight, ensuring transparency and investor protection.
  • Greater Transparency: The new system will display real demand and prices, reducing the impact of artificial GMP hype.
  • Legal Safeguards: All trades will be settled through official channels, so investors have legal recourse in case of disputes.
  • Investor Confidence: The move is expected to boost trust, especially among retail and first-time investors.

Source: 5paisa, Economic Times, LinkedIn [6][3][7]

5. How to Protect Yourself from Grey Market Fraud

  1. Avoid Informal Deals: Do not participate in cash-based, off-market IPO share deals. Stick to SEBI-regulated platforms.
  2. Don’t Rely Solely on GMP: Treat grey market premium only as a sentiment indicator, not a guarantee of listing gains.
  3. Verify Allotment and Settlement: Always check your official demat account for share allotment and avoid third-party settlements.
  4. Update KYC and Contact Details: Keep your mobile number and email updated with your broker and depository to prevent unauthorized transactions.
  5. Beware of Pump-and-Dump Hype: Don’t get swayed by rumors or social media tips about “sure-shot” listing gains.
  6. Report Suspicious Activity: If you suspect fraud, immediately report it to SEBI or your broker.
  7. Wait for SEBI’s Regulated Platform: Use only official, regulated pre-listing trading mechanisms once launched.

Source: MyGainn, HDFC Sky [4][8]

6. Summary Table: Grey Market vs. Regulated IPO Trading

Aspect Grey Market Regulated Trading (SEBI Proposed)
Regulation Unregulated, informal SEBI regulated, legal
Transparency Low, price discovery unclear High, real-time price and demand
Settlement Manual, cash-based Online, official clearing
Investor Protection None Full legal recourse
Fraud Risk High Low

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