Board Stays Put at WPP Scangroup After High-Stakes Shareholder Revolt Vote

The board of WPP Scangroup has survived an attempt by minority shareholders to remove its directors, but the June 8 vote has exposed deep dissatisfaction among independent investors.

The resolutions seeking to remove the entire board failed after majority shareholder WPP Plc used its controlling 56.26% stake to vote against them.

However, former WPP Scangroup CEO and founder Bharat Thakrar says the outcome masks overwhelming support for change among minority shareholders.

“We lost the WPP Scangroup vote today. But strip out WPP’s own 56.26% block, and more than 99% of independent shareholders voted to remove the board. WPP didn’t defeat a divided minority- it overruled a near-unanimous one,” Thakrar said after the vote.

Bharat Thakrar Leads Push to Remove WPP Scangroup Board

Thakrar, who founded the business as a one-man agency in 1982 before growing it into one of Africa’s largest marketing and communications groups and listing it on the Nairobi Securities Exchange in 2006, led the campaign to remove the board.

Ahead of the AGM, he acknowledged that WPP’s majority shareholding meant the resolutions were unlikely to succeed.

“We know we will lose the vote, but we need to make boards more accountable and act independently, which in this case has not happened,” Thakrar said.

“The board has acted as a rubber stamp to the majority shareholder to keep earning fees.”

He added that directors should consider stepping down voluntarily in light of the company’s recent performance rather than waiting to be removed.

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Five Years of Financial Decline

The shareholder revolt is rooted in concerns over WPP Scangroup’s financial performance over the past five years.

According to the requisitioning shareholders, the company has accumulated approximately Ksh 3.1 billion in trading losses between 2021 and 2025.

During the same period, the share price fell by about 62%, dropping from Ksh 5.94 at the time of Thakrar’s departure to around Ksh 2.24 as of May 6, 2026.

The group has also not paid a dividend for five consecutive years, frustrating many long-term investors.

Financial statements published on April 23, 2026, showed that revenue declined sharply from about Ksh 7 billion in 2021 to KSh 2.04 billion in 2025.

The company reported a net loss of Ksh 713.67 million for the year, up 40.8% from Ksh 506.74 million recorded the previous year.

Cash reserves also dropped significantly, falling nearly 60% to Ksh 864.48 million.

Loss of Major Clients and Regional Retreat

Minority shareholders have blamed part of the decline on the loss of key clients, including Airtel, KCB, Equity Bank and NCBA.

The company has also scaled back its regional presence by closing operations in Nigeria and Tanzania and exiting parts of its South African business.

These developments have contributed to a shrinking revenue base and growing concerns about the future direction of the Nairobi-listed firm.

Also Read:WPP Scangroup Announces Exit of COO Miriam Kaggwa

Questions Over Ksh 1.2 Billion Loan

Another major issue raised by shareholders is a Ksh 1.2 billion loan extended by WPP Scangroup to its parent group.

Members argue that the loan earned interest of 5%, a rate they say was below what the company could have earned through local investment opportunities.

Thakrar has questioned why a company reporting losses and withholding dividends from shareholders would lend money to its parent company on such terms.

“A loss-making subsidiary lent Ksh 1.2 billion to that parent at 5% while its own shareholders received nothing,” he said after the AGM.

Minority Shareholders Send a Message

Although WPP’s controlling stake ensured the board remained in place, Thakrar says the vote sent a powerful message about shareholder sentiment.

“Of the roughly 63.5 million independent shares that voted, more than 99% were cast in favour of change. WPP did not defeat a divided minority. It overruled a near-unanimous one,” he said.

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Bharat Thakrar Leads Shareholder Revolt Against WPP Scangroup Board
PHOTO/Bharat Thakrar