Risk Committee report

2025 Report

The Risk Committee plays a central role in supporting the Board in the oversight of risk, including the establishment of risk appetite and tolerances and the monitoring of principal and emerging risks relevant to the Company’s strategy and objectives. While the Board retains overall responsibility for risk management, the Risk Committee supports effective implementation through oversight of monitoring, reporting and escalation processes, and by ensuring that risk considerations are embedded within decision-making.

During 2025, the Risk Committee focused on managing liquidity risk amid the continued deployment of capital by the Oakley Funds. During the year, OCI made £194 million of look-through investments, representing 16% of year-end NAV. The Committee informed the Board on its decisions on capital allocation decisions, including the 2025 £50 million share buyback programme which completed on 8 January 2026.

The Committee monitored macroeconomic and geopolitical developments and their potential implications for OCI, including changes in interest rate conditions, financing markets and global policy dynamics. In light of the changes to US trade policy and its repercussions in financial markets, the Company’s scenario analysis was regularly reviewed to assess the resilience of OCI’s liquidity position and performance under a range of expected and stressed conditions, including delayed distributions, accelerated investment activity and changes in refinancing conditions.

A particular focus during the year was OCI’s liquidity position and capital commitments. The Risk Committee supported the Board through detailed analysis of the timing of the £92 million proceeds from portfolio companies realisations and debt refinancing, the potential deployment of commitments to Oakley Funds IV, V and Origin I and the resulting liquidity, including the ageing profile of assets and liabilities. This analysis informed capital allocation decisions during the year, including the £500 million commitment to Oakley Capital Fund VI, the refinancing and expansion of the Company’s credit facility, and the execution of the 2025 share buyback programme.

The Committee also monitored portfolio risk, including valuation and concentration risk, and worked closely with the Audit Committee to consider the impact of macroeconomic conditions, financing availability and sector-specific developments on portfolio valuations. The portfolio’s exposure to asset-light, technology-enabled business models is considered to provide a degree of resilience in the context of prevailing market conditions.

Operational oversight remained an area of focus. During the year, the Risk Committee reviewed the risk register, oversaw enhancements to the Governance, Risk and Compliance framework, and monitored risk events. No material risk incidents were reported during the period.

Looking forward, the Risk Committee will continue to support the Board in ensuring that OCI operates within its established risk appetite as the portfolio matures and new investments are made. With evolving government agendas and ongoing geopolitical and macroeconomic uncertainty, the Committee will remain focused on emerging risks that could affect OCI’s liquidity, portfolio performance or capital allocation strategy.

The Committee will continue to develop its oversight of liquidity management, capital levers and emerging risks, and to support the Board in assessing whether further enhancements to risk management disclosures and processes are appropriate as the Company continues to evolve.

The focus areas for 2026 include:

Liquidity resilience and capital flexibility

The Risk Committee will continue to focus on liquidity resilience, with particular emphasis on the interaction between commitments, refinancing requirements, exit timing and capital allocation decisions. Oversight will include continued development of scenario analysis and stress testing to assess OCI’s ability to meet obligations and deploy capital across a range of market conditions, while maintaining flexibility through available capital levers.

Private market exit conditions and valuation discipline

As private market exit conditions continue to normalise unevenly, the Risk Committee will monitor developments in exit activity, valuation dynamics and financing markets, and their implications for portfolio valuations and cash generation. This will include continued oversight of valuation processes, concentration metrics and realised outcomes, in coordination with the Audit Committee’s responsibilities for financial reporting and valuation judgements.

Regulatory awareness

The Committee will monitor regulatory and governance developments relevant to OCI as a listed investment company, including changes affecting financial reporting, market disclosure and corporate governance expectations. This will include consideration of evolving best practice in risk management and internal control reporting, particularly following the combination of the Audit and Risk Committees from FY26 and the control framework improvement in compliance with Provision 34 of the Corporate AIC code.

Emerging risks and policy-driven uncertainty

The Risk Committee will maintain a forward-looking focus on emerging risks arising from changes in government agendas, trade policy and geopolitical developments. Particular attention will be given to policy-driven market volatility and potential second-order effects on financing conditions, valuations and liquidity, ensuring that the Board is supported with timely analysis and escalation where appropriate.

The Chair of the Risk Committee is appointed by the Board of Directors. The role and responsibility of the Chair of the Risk Committee is to set the agenda for meetings of the Risk Committee and, in doing so, they take responsibility for ensuring that the Risk Committee fulfils its duties under its terms of reference.

The Risk Committee met twice during the year, with quarterly reports supplied to the Board as part of the Board’s active monitoring approach.

The Principal risks and uncertainties faced by the Company are described in the Strategic Report. Note 6 to the Consolidated Financial Statements provides detailed explanations of the risks associated with the Company’s investments.

In November 2025, the Board agreed to combine the Company’s Audit Committee and Risk Committee into one Audit-Risk Committee, to enhance efficiency of decision-making and to align with market practices. This change will take effect from FY26 onwards.

On behalf of the Board.

Richard Lightowler
Chair of the Risk Committee