FRC to investigate PwC audit of Digital 9 Infrastructure

The UK FRC has opened an investigation into PwC’s audit of Digital 9 Infrastructure’s 2023 accounts over valuation concerns and governance issues.

Key points

  • The UK Financial Reporting Council (FRC) has opened a formal investigation into PricewaterhouseCoopers’ (PwC) audit of Digital 9 Infrastructure’s consolidated accounts for the year ended 31 December 2023.
  • The probe was authorised by the FRC’s Conduct Committee and is being handled by the regulator’s enforcement division under the Audit Enforcement Procedure.
  • The investigation concerns the accounting firm’s work on Digital 9 Infrastructure’s 2023 financial statements, which were later sharply written down after a new board and InfraRed Capital took control.
  • Digital 9 became a notable case of over‑valuation after its net asset value was cut by more than 40% in 2024, shortly after shareholders voted to wind down the trust.
  • PwC has been Digital 9 Infrastructure’s external auditor since its listing in 2021, according to Reuters.
  • In response to the inquiry, PwC told the press that it would cooperate fully with the FRC and stressed that audit quality remained of paramount importance and that it was committed to delivering high‑quality audits.
  • The FRC has emphasised that opening the investigation does not mean it has reached, or will reach, any conclusions about breaches of relevant requirements.
  • The probe adds to a series of recent regulatory actions against PwC, including a £4.5 million fine over audit failures at Wyelands Bank for the year ended 30 April 2019, which was later reduced to £2.89 million given PwC’s cooperation.

What is the FRC probing in the Digital 9 case?

According to a statement from the Financial Reporting Council, the UK’s accounting watchdog has begun an investigation relating to the audit that PricewaterhouseCoopers carried out for Digital 9 Infrastructure for the financial year ended 31 December 2023. The matter has been escalated to the FRC’s enforcement division and will be examined under the regulator’s Audit Enforcement Procedure, which sets out how audits of listed entities are reviewed and sanctions imposed if failures are found.

As reported by Moira Warburton of Bloomberg, the FRC’s probe focuses on whether PwC met the relevant auditing and assurance standards when signing off on Digital 9’s 2023 consolidated accounts. The watchdog cautioned that the mere opening of the investigation does not imply that the FRC believes there have been breaches of the “Relevant Requirements” or that it will ultimately reach that conclusion.

Why is Digital 9 infrastructure under fresh scrutiny?

Digital 9 Infrastructure, a London‑listed investment trust focused on digital infrastructure assets, became a prominent case of valuation controversy after successive boards and shareholders grappled with its balance‑sheet strength. As noted by the specialist‑news outlet MLex, the company announced in 2024 that it would wind down and return assets to investors, a move that followed a substantial 43% write‑down of its net asset value after a new board and InfraRed Capital took control.

As explained by the accountancy‑focused publication The Accountant, InfraRed’s appointment as manager took effect in December 2024, after it obtained the necessary regulatory approvals and third‑party consents. The sharp valuation adjustment in 2024 raised questions about whether earlier carrying values, including those reflected in the 2023 accounts audited by PwC, had adequately captured the underlying risks and illiquidity of the trust’s holdings.

What role did PwC play on Digital 9’s audits?

PricewaterhouseCoopers has served as Digital 9 Infrastructure’s external auditor since the trust’s initial listing on the London Stock Exchange in 2021, Reuters reported. The firm therefore signed off on multiple years of financial statements, including the 2023 consolidated accounts now under FRC scrutiny.

In a statement to the press agency Reuters, PwC said it would cooperate fully with the FRC’s enquiries and reiterated that audit quality is of paramount importance. The firm added that it remained committed to delivering high‑quality audits, a line repeated in its emailed remarks to other outlets covering the investigation.

How does this probe fit into the wider regulatory picture for PwC?

This latest investigation comes against a backdrop of heightened scrutiny of PwC’s UK audit work. Earlier this decade, the FRC fined PwC around £5 million as part of a package of sanctions over audit failures at housebuilders Galliford Try and Kier, with the regulator saying that the firm and a lead partner had failed to meet several “relevant requirements,” including on the presentation of gains and cash‑flow statements. In a separate case, the FRC imposed a £4.5 million fine on PwC for deficiencies in its audit of Wyelands Bank for the year to 30 April 2019, subsequently reduced to £2.89 million after taking into account PwC’s cooperation and remedial steps.

As covered by the International Accounting Bulletin, those prior cases have contributed to a broader debate in the UK about the resilience and independence of the “Big Four” audit firms, particularly when they audit large or complex financial institutions and listed companies. The Digital 9 probe now places a smaller, but high‑profile, investment trust under the same regulatory microscope, testing how strictly the FRC applies its Audit Enforcement Procedure to valuation and going‑concern judgements.

What are the implications for investors and governance?

For investors, the FRC’s investigation reopens questions about the reliability of financial‑statement disclosures and audit opinions in situations where asset values are highly sensitive to market sentiment and liquidity. Digital 9’s experience—where net asset value was cut by more than 40% within a year of a new board’s appointment—shines a spotlight on how quickly previously‑certified valuations can unravel when market conditions and governance change.

From a corporate‑governance perspective, the probe also underscores the need for robust board‑level scrutiny of valuation models, independent valuers and internal controls, particularly in niche sectors such as digital‑infrastructure investing. As such cases mount, regulators, institutional investors and proxy advisers are increasingly likely to push for more granular disclosures on valuation assumptions and stress scenarios, which ties into debates around transparency and Accountability in listed‑company reporting.

Professionals aiming to navigate these evolving expectations can benefit from strengthening their understanding of International Financial Reporting Standards (IFRS), audit risk assessment and corporate governance frameworks, all of which are central to modern Financial Management and Corporate Governance practice.

How might the FRC process unfold from here?

Under the FRC’s Audit Enforcement Procedure, the enforcement division will typically gather documents, interview individuals involved, and assess whether PwC breached any applicable Standards or corporate‑reporting requirements in its 2023 audit of Digital 9. If the FRC concludes that there have been failures, it may issue a public statement of case setting out alleged breaches, followed by a formal hearing and, potentially, sanctions such as fines, censures or requirements for remedial training.

The FRC has stressed, however, that it remains at an investigative stage and has not prejudged the outcome. As regulators proceed, market participants and professional bodies are likely to watch closely for any changes in the FRC’s inspection priorities or enforcement thresholds, which could influence how audit firms approach valuations and going‑concern assessments in future.

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