Fenikso Limited - Annual results for the year ended 31 December 2025

On behalf of the board

.............................................

Thomas Richardson

Director

Date: 17/06/2026

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The company made a profit of US$3.29m (2024: profit of US$0.91m).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Thomas Richardson Marco D'Attanasio Dipo Sofola

The current Board is constituted by the following members:

Tom Richardson, Chairman

Mr. Richardson has over 20 years of experience across banking and oil & gas. Mr Richardson served as CFO of Nostrum Oil & Gas Plc a UK premium listed company. Prior to joining Nostrum in 2011, Mr Richardson has worked for ING, JP Morgan and NM Rothschild covering investment banking, capital markets and credit.

Dipo Sofola, Non-Executive Director

Mr. Sofola is a senior oil and gas executive with over a decade of energy experience, focused on energy commercialization and business development in the Nigerian oil and gas sector. He is a Business Development Manager for Savannah Energy, where he leads on significant strategic projects, in line with Savannah Energy's objective of delivering impactful and transformative energy projects on the African continent. Previously, Mr. Sofola was a Senior Commercial Advisor at Seven Energy (now Savannah Entergy), leading on commercial transactions. He has also previously worked as a Business Development analyst with multinational telecommunications group, Etisalat in Nigeria. Mr. Sofola holds a BA (Hons) in Business Finance from University of Durham and an MSc in Project and Enterprise Management from University College London.

Marco D'Attanasio, Non-Executive Director

Mr D'Attanasio is a senior banker and investment manager with over 23 years of experience in banking, finance, technology and oil & gas. He is the Founder and Portfolio Manager for Hadron Capital LLP and Hadron Capital (Cayman) Limited, each company managing numerous Alternative Investment Funds and being FCA and CIMA regulated, respectively. With Hadron Capital LLP he is the winner of multiple performance-based awards. He is the co-founder of Cricklo Ltd, an online community of professionals active in transforming their enterprises into sustainable businesses. Mr D'Attanasio has a degree in physics ("Laurea") from Pisa University and a PhD in Theoretical Physics from Parma University.

Directors' interests

The directors' interests in the shares of the company were as stated below:

·    Tom Richardson via TDR Enterprises: 21,807,151 shares (4.42% of the company's issued share capital)

·    Marco D'Attanasio via Hadron Master Fund: 52,954,287 shares (10.74% of the company's issued share capital)

Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date. However, neither the indemnity nor the insurance provides cover if the Director is proven to have acted dishonestly or fraudulently.

Review of Risks

The Board is responsible for setting the company's risk philosophy and appetite and approving the overall risk management policy. It is responsible for maintaining a sound system of internal control that supports the achievement of its goals and objectives.

The Board is also responsible for overseeing the establishment, implementation and review of the company's risk management systems and, to this end, has delegated certain functions relating to risk to the Audit and Risk Committee and to management.

The company has adopted a Risk Management Policy appropriate for a company of its size and resources.

Management framework

As at 31 December 2025, the Board comprised of an Executive Chairman and two Non-Executive Directors. The Company believes that its current composition is appropriate for the Company given its current corporate structure and financial resources. Each Board member brings a wealth of business leadership experience to foster the collective strength of the Board in setting the strategic goals of the Company and overseeing the effective performance of management in achieving these goals.

Under their appointment letters, the Company may call on the Directors to spend at least 20 days per year on Company business.

Directors

We believe that our Board has the appropriate balance of skills, experience and capabilities required to direct the management of the company. These include sector-specific experience in the oil and gas industry, as well as more general finance, accounting and business management skills.

The Board is supported by the Audit & Risk and Remuneration Committees, the terms of reference of which can be found on our website.

Succession planning is managed through regular reviews and management discussions. The composition of the Board will reflect the size of the company and the resources available to it.

Reward

The company manages its activities via the Board of Directors. Of the company's three directors, two are rewarded in cash, while the other receives no fee. There is also an incentive plan for the Company that rewards Directors and employees up to 20% of any profit made over and above the original amount that shareholders would have received following the settlement agreement with LOGI.

Audit & Risk Committee Report Composition

As at 31 December 2025, the Committee was composed of Thomas Richardson and Marco D'Attanasio, each of whom have relevant financial experience.

Role and Responsibilities

The Audit & Risk Committee's terms of reference designate the role and responsibilities of the audit committee These are available on the company's website feniksoplc.com.

2025 Financial reporting

The following are the main key judgements and new accounting standards that were considered by the Committee in its review of the 2025 full year Financial Statements:

·    Going Concern basis of accounting;

·    Assessment of impairment of loans and receivables;

·    The impact of new accounting standards.

Internal Controls

The internal control framework is based on the company's assessment of the risks it faces. The effectiveness of the internal control system is monitored by the Board, and material exceptions are reported to the Committee. The company does not consider it appropriate, given its size and complexity, to have an internal audit function.

Remuneration report Composition and Role

As at 31 December 2025, the remuneration committee (the "Remuneration Committee") was composed of Thomas Richardson and Marco D'Attanasio.

The Remuneration Committee is responsible for determining and reviewing the terms and conditions of service (including remuneration) and termination of employment of Executive Director(s), and the administration of the company's share option and share award schemes. It is responsible for determining individual remuneration packages including, where appropriate, bonuses, incentives and share options.

Remuneration Policy

The Remuneration Committee, in forming its policy on remuneration has given due consideration to the needs of the company, Shareholders and best practice provisions set out in the QCA Code.

There is no pension scheme for Non-Executive Directors.

Performance Share Plan

There were no share awards in 2025.

Options

There were no share awards in 2025.

Going concern

The Directors have assessed the ability of the Company to continue as a going concern having prepared detailed cash, funding and liquidity forecast through to December 2029. The Directors, having made due and careful enquiry, are of the opinion that the Company will have access to adequate working capital to meet its obligations over the next 12 months from the date of approval of these financial statements. The Directors therefore have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in the preparation of the annual financial statements.

Auditor

Bright Grahame Murray were first appointed auditors of the company in May 2022. The Committee has recommended to the Board that the auditors are reappointed for the year ending 31 December 2026. Bright Grahame Murray has expressed a willingness to continue in office as auditor and a resolution to re-appoint them will be proposed at the next Annual General Meeting of the company.

Corporate governance

The company has formally adopted the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies ("QCA Code"). The company's application of the QCA Code is set out on its website (feniksoplc.com) and is updated from time to time.

The company recognises the importance of sound corporate governance commensurate with the size, corporate structure and nature of the company, even though there is no applicable regime of corporate governance to which Directors of a Cayman Islands company must adhere to over and above the general fiduciary duties of care, diligence and skill imposed on such Directors under Cayman Islands law.

The company updated its policies in line with the EU Market Abuse Regulation ("MAR") with effect from 3 July 2016 (and as applied in the United Kingdom pursuant to applicable English law).

The company will continue to implement internal policies as necessary to provide guidance on Corporate Governance issues. These policies are the same as those summarised in the company's Annual Report for the year ended 31 December 2023. These policies are reviewed periodically to ensure continued relevance:

·    Related Party Transactions Policy

·    Disclosure and Insider Trading Policy

·    Share Dealing Code

·    Whistleblowing Policy

·    Anti-Bribery Policy

·    Risk Management Policy

·    Gifts and Hospitality Policy

·    Code of Ethics

·    Safety, Health, Environment and Security Policy

The company implements these policies in a manner commensurate with the size and available resources. In the course of preparing this Annual Report and Accounts, the Board has noted the need to review the Corporate Governance framework and its practical implementation.

Website publication

The company's Corporate Governance statement is published on its website. The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the company's website is the responsibility of the Directors.

Business model and strategy

Information on our strategy is included in the Strategic Report set out above.

Obligations to our Stakeholders

We are committed to communicating openly with our shareholders and stakeholders to ensure that our strategy, our financial position and the effects of those on our stakeholder is clearly understood.

Further Information

The Corporate Governance section of our website sets out our approach to corporate governance, and the roles and responsibilities of the Chairman and any other Directors who have specific individual responsibilities or remits (e.g. for engagement with shareholders or other stakeholder groups) are shown.

The roles and terms of reference of the Audit & Risk Committee and Remuneration Committee, and a formal written schedule of matters reserved for the Board are also shown on the company's website feniksoplc.com.

Previous annual reports and other corporate documents, including notices of all general meetings held in the last five years, are also available on the company's website feniksoplc.com.

Health, Safety and Environment

The company is committed to fulfil its health, safety, and environmental responsibility. The company has limited operational activities outside of office based activities. There have been no known breaches of HSE or environmental laws during the reporting period.

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' report and the annual report and the financial statements in accordance with applicable law and regulations.

Company law and the company's Articles of Association require the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (as adopted by the UK (IFRSs)). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

·    select suitable accounting policies and then apply them consistently;

·    make judgements and accounting estimates that are reasonable and prudent;

·    state whether applicable IFRSs have been followed, subject to any materal departures disclosed and explained in the financial statements;

·    prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. The company is compliant with the Aquis Growth Market Rulebook regarding the company's website.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditor is aware of that information.

On behalf of the board

..............................................

Thomas Richardson

Director

Date: 17/06/2026

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF FENIKSO LIMITED

Opinion

We have audited the financial statements of Fenikso Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs).

In our opinion the financial statements:

·    give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

·    have been properly prepared in accordance with United Kingdom Generally adopted International Accounting Standards.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - LOGI Loan

We draw attention to the principal risks and uncertainties surrounding the LOGI loan as set out in the Strategic Report. This loan is the company's major source of income and any issues with the recoverability of this loan will have a consequential impact on the company's income and its ability to build shareholder value. These risks include:

·    LOGI not adhering to the terms of the settlement agreement by failing to pass on the proceeds from the sale of oil at Otakikpo field.

·    Production being shut with no consequential sale of oil.

·    Fall in oil prices to such an extent that the overhead costs cannot be covered.

·    Political and economic risks prevalent in Nigeria. Our opinion is not modified in this regard.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our approach to the audit

We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.