A group of minority shareholders controlling 13.59% of WPP Scangroup has formally requisitioned a general meeting to remove the company’s board of directors, citing five years of financial deterioration, client losses and what they describe as a failure of governance at one of East Africa’s largest marketing and communications groups.
The requisition, dated 7 and 8 May 2026 and addressed to the Chairman of WPP Scangroup’s Board of Directors, carries the signatures of eight shareholders led by former Chief Executive Bharat Kumar Thakrar and his wife Sadhana Thakrar, who together hold 45,302,860 shares representing 10.48% of the company’s issued share capital. The group collectively holds 58,725,648 ordinary shares out of a total of 432,155,985.
Five Years of Losses the Shareholders Want Answered
The shareholders trace the start of their concern to 18 February 2021, when WPP Scangroup’s share price stood at KSh 5.94. By 6 May 2026 it had fallen to KSh 2.24, a decline of approximately 62%. That collapse in market value frames every other grievance in the document.
Between 2021 and 2025, the company recorded aggregate trading losses of approximately KSh 3.1 billion. Cash balances fell from KSh 1.9 billion to levels the shareholders characterise as dangerously low. The audited financial statements for the year ended 31 December 2025, published on 23 April 2026, confirmed the scale of the damage.
Revenue fell to KSh 2.04 billion in 2025, down from KSh 2.44 billion the previous year, a decline of 16.3%. The more telling number sits one line below. Gross profit declined 27% to KSh 1.47 billion, driven by client losses and reduced marketing spend from several accounts — a deterioration that points not just to lower revenues but to a business losing margin as it loses clients. The group recorded a loss before tax of KSh 639 million, up from KSh 427 million the previous year, steeper than the KSh 507 million loss the audited results reference for 2024 on a net basis. The net loss reached KSh 714 million, a 41% deterioration year on year. Loss per share widened to KSh 1.61 from KSh 1.17. The board proposed no dividend. Cash and cash equivalents stood at KSh 864 million at 31 December 2025, down from KSh 2.14 billion a year earlier, with net cash used in operations reaching KSh 678 million.
Client Exits and a Shrinking Regional Footprint
The gross profit decline does not happen in isolation. The shareholders point to a string of client losses they say the current board failed to prevent or disclose adequately. The departures include KCB, Equity Bank, NCBA and Airtel Africa. The Airtel account alone represented approximately 24% of group revenues. Its loss, the shareholders warn, will materially impair the company’s performance in 2026 and beyond.
Reduced marketing spend from several remaining accounts compounded the damage, squeezing margins even where revenue held. Together, the client exits and the pullback in spend produced the 27% gross profit decline — a figure that captures not just what the company lost, but what it failed to replace.
The group also flags the divestiture of the South African public relations business and the closure of PR and advertising operations in Nigeria and Tanzania. These moves reduce the company’s Pan-African footprint, which the shareholders describe as one of its core strategic assets. The exits leave WPP Scangroup exposed at precisely the moment when regional scale matters most to multinational clients.
Related-Party Balances Raise Liquidity Questions
The requisition raises a further set of concerns around the security, terms and recoverability of two related-party balances that remain unexplained to shareholders.
The first is a long-term loan of approximately KSh 1.2 billion, equivalent to around USD 9.2 million, extended to WPP Group Services, a wholly owned subsidiary of WPP Plc, bearing interest at 5% per annum. The shareholders argue the rate sits low relative to the risk profile and prevailing market conditions. The second is a receivable of approximately KSh 78 million, or USD 0.6 million, from Ogilvy South Africa, also a WPP Plc subsidiary.
In the absence of disclosure covering security arrangements, repayment schedules and treasury policy, the shareholders say these balances raise material questions about liquidity management. Any impairment or failure to recover them would, they argue, expose the company to further financial and legal risk.
What the Shareholders Are Asking For
The requisition invokes Article 44.4 of WPP Scangroup’s Articles of Association and sections 277 and 278 of the Companies Act, 2015, which together require the board to convene a general meeting within 21 days of receiving the requisition and to hold it no more than 28 days after the notice is issued.
The business proposed for the meeting covers the governance, strategic direction and financial performance of the company; the loss of shareholder value, client relationships and regional presence; the company’s cash position, related-party balances and recoverability of amounts due; the accountability of the board; and the removal of the directors named in a schedule to the requisition, along with the appointment of replacements subject to their written consent.
The letter also constitutes special notice under sections 139 and 287 of the Companies Act, 2015 and Article 34.1(g) of the Articles of Association, formally signalling the intention to move resolutions for the removal of the named directors.
Should the board fail to act within the required period, the shareholders reserve the right under section 279 of the Companies Act and Article 44.5 of the Articles of Association to convene the meeting themselves, at the company’s expense.
The Governance Question Behind the Numbers
The shareholders close with a statement of intent. The proposed resolutions aim to restore effective oversight, rebuild the business and protect shareholder value. They ask the newly constituted board, as its first order of business, to consider appropriate board and executive leadership appointments in line with the Articles of Association, the Companies Act, the Capital Markets regulatory framework and applicable corporate governance requirements.
The requisition carries the signatures of Bharat Kumar Thakrar and Sadhana Thakrar; Carl Adam Ogola, holding 5,750,010 shares; Elephence Limited with 2,275,000 shares; Ekta Bimal Kunal Bid with 2,524,314 shares; Chandrika Kamlesh Bid with 2,073,464 shares; Bid Plantations Limited with 650,000 shares; Bid Management Consultancy Limited with 100,000 shares; and Kunal Kamlesh Somchand Bid with 50,000 shares.
WPP Scangroup’s board has not yet responded publicly to the requisition. Under the Companies Act, the clock is running.
