Questions in relation to the Company’s recent announcement about its proposed withdrawal from the AQSE Growth Market

Shareholders are encouraged to read the Company’s circular in respect of the Delisting. The contents of this Q&A are intended to provide a high-level overview of questions asked by Shareholders since publication of the circular and not to be construed as legal, business or tax advice. Prospective and existing investors should consult their own professional advisers for legal, financial or tax advice in relation to an investment or proposed investment in the Company. The contents of this Q&A must not be relied upon when making any investment or voting decision in respect of the Company's shares.

Q.    Without a live share price, how will the board value the company for the purposes of setting the price for any future fund raise? 

A.    Like for other private companies, the valuation will be agreed upon in negotiations with potential investors during their due diligence process. We will be pushing for the valuation to be as high as possible and it is our belief that Ananda’s current quoted price represents a significant discount to its true value and so believe that we will be able to achieve a higher valuation, especially once we have clinical data from our two Phase 2 trials.

Q.    Which OTC markets, if any, will be available to Retail investors who may wish to buy or sell after 12 December? 

A.    None at this point. The company considered a matched bargain system and decided not to proceed on the basis of the cost and stocks that are already highly illiquid tend not to trade frequently on these types of platforms and therefore does not present good value for money. Please note whilst the GM will be held on 12 December, the last day of dealing on Aquis will be 22 December and so, if the Delisting is approved at the GM, shareholders can continue to trade for a further 6 days.

Q.    Given his £10m investment to date, Charles Morgan obviously sees huge potential/value for the future so would there be any option for a buy-out of retail investors after 12 December for those who wished to sell up privately? 

A.    Charlie has not formed an opinion on this either way. His first commitment however is to ensure the Company’s ongoing projects are fully funded.

Q.    Could you provide clarity and transparency on where our shares will be held after 12 December – e.g. Limited company share register? 

A.    Shares will be in the Limited company and Crest enabled. If for example you hold shares with AJ Bell they can continue to hold the shares, as far as we understand. However, we urge all shareholders to please check with your broker.

Q.    Charles obviously requires a return on his £10m after 8 years so does he have a value in mind should a buy-out come along?  Does he have a minimum valuation? 

A.    He doesn’t have a valuation in mind but as you say he’d like a good return on his capital invested and is cognisant that many others have also invested significantly in Ananda over the years.  

Q.    Will the company continue to use Viridian Capital Advisors (“VCA”)?  Does the company believe they were failed by VCA in failing to secure investors? 

A.    VCA is being terminated at the same time as the delisting. Whilst the Company was impressed and encouraged with the hard work and diligence of the whole team at VCA, VCA was unable to secure investors. Two of the factors named were the illiquidity of the stock on Aquis and Ananda being a foreign (i.e. non-US) based security.

Q.    Will Chris Tovey, Giles Moss and Andy Rust continue as Advisors? 

A.    The have indicated their willingness to continue. 

Q.    Does the company intend to hold either annual or bi-annual shareholder meetings either in person or virtual? 

A.    Ananda will continue to hold an annual general meeting and provide regular shareholder updates. The Company is also committed to maintaining regular announcements which will be posted to the Company’s website, distributed via its mailing list and posted on its social media channels.

Q.    Other than quarterly shareholder updates, can you provide details on any shareholder engagement plan once delisted? 

A.    See above answer, it is the Company’s intention to continue to communicate regularly and proactively with its shareholders and the wider ecosystem of stakeholders.

Q.    What is the view of the board as to why there was limited interest in the Ananda story from other investors? 

A.    The Board believes that Ananda sits at the crossroads of four out of favour sectors of the economy. Those being cannabis, micro-cap, pre-revenue and early-stage biotechs. The board also acknowledges that the life cycle of biotech businesses has evolved significantly over the past decade and that evolution tends to mean staying private for far longer. Also, the funds/investors that a company at Ananda’s stage of development would normally target now often have investment policies that stop them from investing in quoted companies. These pools of capital should now be open to Ananda.

Q.    Why does the board believe it will be able to secure new funding as a private company? 

A.    Private company shareholders are more interested in the long-term potential and tend to be more patient.  As a private company we can also talk about raising capital in all our comms so we can market more proactively. Fund raising for early-stage companies tend to be a multi-month exercise now, something not conducive to the Market Abuse Regulations around inside information that Ananda is bound by as a quoted company.

Q.    What happens if the company does not secure new investors?  Will Charlie continue to fund? 

A.    Yes, for the foreseeable future.

Q.    If Ananda were to be bought by a publicly listed company, would Ananda shareholders receive shares in the listed company? 

A.    That is one possibility yes.

Q.    Will the near term company valuation be based on the share price on the last day of trading prior to delist, or some other method of valuation?  

A.    It will be a different method. The Board believes the Phase 1 study result readout and the commencement of the 2 Phase 2 trials will justify a stronger valuation.  This will be determined by market dynamics. 

Q.    What happens if the majority of shareholders outside of The Concert Party vote against the resolution to delist/take the company private? Will the company continue to be listed or will the board seek to dissolve the company? 

A.    As stated in the RNS from 24 November 2025 and the accompanying Notice of Meeting, Charlie is not willing to continue to provide funding if the Company retains its listing. The Directors are confident that the independent shareholders will agree that the loss of Charlie’s funding would be a significant risk to the business and will therefore choose to support the delisting. If the resolutions were voted down, next steps will be contemplated after the General Meeting.

Q.    The Company has always extolled the virtues of being a publicly listed company and all the benefits of regulation.   What has changed and why does the board believe being a private company benefits shareholders given the removal of all regulation that comes with a publicly listed company? 

A.    The Board remains a strong advocate for public markets. However, the key reason for being quoted is increased access to capital. Given that capital has not been forthcoming, it is the Board’s view that the benefits no longer outweigh the costs.  The saving of a minimum of £500,000 per annum will enable Charlie to fund the company for longer.  We ask that you look at the conduct of the Company to date and Charlie’s funding to assess its bonafides.    

Q.    Does the Company believe it can gain interest in the Ananda story from medical professionals, NHS and government following delist to attract 3rd party funding for any trials for new conditions/indications? E.g. HFpEF (‘Heart Failure with preserved Injection Fraction’)

A.    Our experience is that healthcare professionals are not interested in whether a company is public or private and in fact the Company has found being public more difficult operating in this sector from time to time, due to the need to disclose information to the market well in advance of when collaborators are willing and/or prepared to. The company’s focus is on endometriosis and CIPN which are both at clinical stage, in human trials.  It is unlikely Ananda will have the funds or resources to further HFpEF in the near term.  Ananda’s key opinion leaders and collaborators have judged the Company’s performance to date and are happy with its work. They are the key reference points for any other trials with other medical professionals, NHS and government.

Q.    How will the UK government, NHS Scotland, Edinburgh University, MHRA, NIHR view the change in company status?  Will they still be keen to work with Ananda?  Could this impact the endometriosis, CIPN trials or securing funding for any future trials? 

A.    The Company’s reputation, as well as those of Ananda’s operational team, are now well established with the KOLs involved in the trials. The directors don’t view Ananda’s listing status being a factor going forward as per above.

Q.    Will the company retain the Scientific Advisory Board?  Will Profs Cherry Wainright, Trevor Jones and Marie Fallon continue to work with Ananda? 

A.    Yes and yes, subject to suitable terms being reached.

Q.    Will the company continue its social media communications, or will this cease? 

A.    They will continue. The team is taking the next month whilst the delisting process is ongoing and over Christmas/New Year to work through exactly what that will look like.

Q.    Does the company continue to retain SP Angel and if so will this continue? 

A.    No, Ananda has given formal notice to SP Angel as part of this delisting process. SP Angel’s key roles for the Company is as its Aquis Exchange advisor, which won’t be required if the resolutions at the General Meeting are passed.

Q.    Do you already have private 3rd party interest coming from the USA which has encouraged this move?

A.    We have not. The main rationale behind the proposed delisting is that we have not, in over 8 years, been able to raise significant 3rd party capital as a quoted company on Aquis. So, we need to secure the savings of at least £500,000 from delisting and continue to progress out active projects.