WPP-Scangroup Plc minority shareholders, including former CEO Bharat Thakrar, are seeking the ouster of the entire board of the marketing and communications firm, citing a string of poor financial performance reports.
The minority shareholders, with a combined 13.59 percent stake, have written to the chairman of the firm, demanding a special general meeting to remove the current board and CEO.
The shareholders, in the letter dated May 8, 2026, are raising “serious concern at the continued deterioration” in the company’s financial, commercial and strategic position since the ouster of Mr Thakrar on February 18, 2021.
They say the company has issued four consecutive profit warnings, accumulated billions of shillings in losses, halted dividend payouts, lost key clients, including banks and Airtel Africa and cut its regional footprint and eroded shareholder value over the past five years.
The market value of the firm has more than halved since 2021, when its share stood at Sh5.60 a piece compared to the current Sh2.10.
The shareholders are demanding a special general meeting within 28 days or before June 8 to remove the current board led by lawyer Richard Omwela.
They have proposed new board members, including Andrew White, who was the executive creative director of Scangroup Africa until 2013.
Mr White is known for ad slogans like “Mimi ni Member for Equity Bank, “Let’s talk about Trust” for Trust condoms, “Milele” for Tusker and “Smooth all the way” for Embassy cigarettes.
“It is our considered view that the matters set out raise serious questions as to WPP Plc’s continuing strategic, financial and operational commitment to the long-term sustainability of WPP Scangroup, and the interests of minority shareholders as well as confidence in the Kenyan capital market, require urgent action by shareholders,” says the letter.
Mr Thakrar and his wife, Sadhana Thakrar, hold a 10.48 percent stake in Scangroup. Mr Thakrar was the founder and CEO of Scangroup until his removal in 2021 over alleged and unspecified gross misconduct, triggering a court fight.
He exited the firm in 2021 following a fallout and has sued the firm and its parent company, WPP Group, for $£24 million (Sh4.22 billion), citing irregular removal.
The minority shareholders are relying on article 44.4 of the company’s Articles of Association, which requires the board to convene a general meeting on requisition in writing by shareholders with at least a 10 percent stake. Articles of Association refer to a company’s internal rulebook that outlines how the business will be run, managed, and governed.
“Should the board fail to convene the requisitioned general meeting in accordance with the Companies Act, 2015 and the Articles of Association, we reserve the right, without further notice, to convene the meeting in accordance with section 279 of the Companies Act, 2015 and Article 44.5 of the Articles of Association, at the company’s expense,” says the letter.
The minority shareholders say the firm’s share price at the Nairobi bourse has declined 62 percent to Sh2.24 as of May 6, 2026 from Sh5.94 when Mr Thakrar was removed, resulting in material erosion of shareholders’ value, alongside loss of major clients and decline in profitability.
In the letter, the minority shareholders say the Scangroup has incurred aggregate trading losses of about Sh3.3 billion between 2021 and 2025 when the net loss widened by 41 percent to Sh713.7 million from a Sh506.7 million loss booked in the previous year. Its revenues have dipped to Sh2 billion from Sh7 billion in 2021.
They are also questioning the terms of the Sh1.2 billion that Scangroup has lent to its parent firm, WPP.
The shareholders say the five-year period has seen the company lose major clients, including KCB, Equity, NCBA and Airtel Africa.
Scangroup announced in May last year that it had parted ways with Airtel, which the shareholders allege, accounted for nearly a quarter (24 percent) of its annual revenues and will “materially impair” the performance this year.
The shareholders also cite Scangroup’s divestiture of the South African public relations (PR) business and closure of the PR and advertising operations in Nigeria and Tanzania—moves that have weakened the firm’s pan-African positioning.
Other directors targeted for ouster, besides the chairman and CEO, are Beverly Spencer Obatoyinbo, Peter Kimurwa, Patricia Kiwanuka, Patricia Helene Nuytemans, Jonathan Eggar, Shahid Sadiq and Tebogo Skwambane.
The minority shareholders have proposed the appointment of Mr Thakrar, Mr White, Carl Adam Ogola, Kunal Kamlesh Bid and Rishab Bharat Thakrar as the new directors.
“The proposed resolutions are intended to restore effective oversight, rebuild the business and protect shareholder value. The newly constituted board is requested, as its first order of business, to consider the appropriate board and executive leadership appointments,” say the shareholders.
