In what could be a first for the Nairobi Securities Exchange, a group of minority shareholders holding 13.59% of WPP Scangroup has formally requisitioned a general meeting to remove the entire nine-member board.
- •The requisition, dated 8 May 2026 and coordinated through Bharat Thakrar, the group's founder and former long-term CEO, targets all nine sitting directors including Chairman Richard Omwela and Group CEO Akua Brayie Owusu-Nartey.
- •Five replacement directors are proposed, led by Thakrar himself alongside his son Rishab Thakrar, former Executive Creative Director Andrew White, businessman Carl Adam Ogola, and Bid Securities founder Kunal Kamlesh Bid.
- •WPP Plc, through Cavendish Square Holding BV and Ogilvy South Africa, controls approximately 50.1% of the issued share capital and can defeat all resolutions on a straight vote.
"Anywhere else in the world this board would have been kicked out given the cumulative losses over the last five years," Thakrar said. "It is about time shareholders in Kenya act and do not allow large global multinational shareholders to destroy Kenyan businesses."
The minority bloc holds 13.59%, clearing the 10% threshold required under Article 44.4 of the Articles of Association to compel the board to convene a meeting, but well short of what is needed to carry the resolutions.
Thakrar, who built the business from a one-man agency in 1982 before listing it on the NSE in 2006, has been candid about the mathematics. "We know we will lose the vote," he said, "but we need [] to make boards more accountable and act independently, which in this case has not happened. The board has acted as a rubber stamp to the majority shareholder to keep earning fees." He added that the board should resign voluntarily given the performance record, rather than wait to be removed.
The grievances are anchored in five years of financial deterioration. The requisitionists cite aggregate trading losses of approximately KSh 3.1 billion between 2021 and 2025, a 62% share price decline from KSh 5.94 at the time of Thakrar's removal to KSh 2.24 as of 6 May 2026, and revenues that have fallen from KSh 7 billion in 2021 to KSh 2.04 billion in FY2025. The most recent full-year results, published 23 April 2026, confirmed a net loss of 713.67 Mn, widening 40.8% from 506.74 Mn a year earlier, with cash reserves collapsing 59.7% to 864.48 Mn.
The shareholders also flagged a KSh 1.2 billion long-term loan extended by Scangroup to WPP Group Services SNC, a wholly owned WPP Plc subsidiary, at an interest rate of 5% per annum, which they described as low relative to the risk profile and prevailing market conditions. With cash and equivalents at only KSh 864.48 Mn at year-end, the loan represents a material related-party exposure that the requisitionists say has not been adequately disclosed or justified to minority shareholders.
The client attrition record underpins much of the financial argument. The requisitionists name KCB, Equity Bank, NCBA, and Airtel Africa among accounts lost since 2021. The Airtel Africa exit, disclosed in May 2025, terminated a 15-year relationship that the minority shareholders allege accounted for approximately 24% of group revenues. Airtel moved to Publicis Groupe Africa and The Partnership, a firm founded by three former Scangroup executives.
Next Steps
Thakrar also said, without providing documentary evidence, that three of the WPP-appointed directors currently sitting on the Scangroup board are no longer employed by WPP Plc, a development that, if confirmed, could affect board continuity regardless of the outcome of the requisitioned meeting.
Under the Companies Act 2015 and the Articles of Association, the board is required to convene the requisitioned meeting within 21 days of receipt and hold it within 28 days of the notice convening it. Should the board fail to act, the requisitionists may convene the meeting themselves at the company's expense.
Thakrar was suspended in February 2021 over allegations of gross misconduct, later cleared by the company's own investigation, and resigned in March 2021. He subsequently filed a KSh 4.5 billion suit against WPP Plc, WPP Scangroup, and its directors, alleging reputational harm, racial bias, and neo-colonialist practices in the manner of his removal.
The High Court dismissed the case in May 2025 on jurisdictional grounds, ruling it should have been filed before the Employment and Labour Relations Court. Thakrar said he would appeal. Kenya's data regulator separately ordered the company to pay him KSh 1.95 million in October 2024 over data protection violations during the investigation into his conduct.
Whether or not the resolutions pass, the requisition puts on record, in a public forum, five years of financial decline, a contested related-party loan, and a governance critique of one of Kenya's most prominent listed companies at a moment when the NSE's minority shareholder protections are under scrutiny.
