Former ScanGroup CEO Bharat Thakrar./FILEAs the advertising group’s new chief preaches renewal in London, its Kenyan listed arm tells a story of retreat and a shareholder showdown on Monday will test who the company is really run for.
When Cindy Rose unveiled “Elevate28” in February, she promised to remake WPP into “a simpler, more integrated” business – leaner, AI-enabled, built around the client.
The plan, announced alongside the group’s 2025 preliminary results on February 26, 2026, commits WPP to becoming a single company across four operating units, targeting £500 million in annualised cost savings by 2028.
From Nairobi, the vision is difficult to recognise.
WPP Scangroup, the group’s Nairobi Securities Exchange-listed East African arm, was once a genuine pan-African champion.
It is now something closer to a cautionary tale. Its share price stood at Sh5.94 on February 18, 2021, the day its founder and long-serving chief executive Bharat Thakrar was suspended.
By May 6, 2026 it had fallen to Sh2.24, a decline of 62 per cent.
In the same period, according to the company’s audited financial statements for the year ended December 31, 2025, published on April 2026 and audited by PricewaterhouseCoopers, revenue collapsed from Sh7 billion to Sh2.04 billion.
The group recorded cumulative trading losses of approximately Sh3.3 billion between 2021 and 2025, and it has paid no dividend to ordinary shareholders since 2019.
The most recent full-year results confirmed a net loss of Sh714 million, a 41 per cent deterioration from Sh507 million the year before.
Gross profit fell 27 per cent to Sh1.47 billion. Cash and cash equivalents collapsed 60 per cent to Sh864 million, from Sh2.14bn a year earlier.
The client losses compound the picture. Among the accounts departed since 2021 are KCB, Equity Bank, NCBA and Airtel Africa.
The Airtel account a 15-year relationship formally terminated in May 2025 and disclosed by Scangroup in a material contract changes announcement on the NSE.
It accounted for approximately 24 per cent of group revenues at its peak, according to the minority shareholders’ requisition letter dated May 8, 2026. The business moved to Publicis Groupe Africa.
Today, the board’s twentieth AGM will put the minority shareholders’ board removal resolutions to a shareholder vote as special business.
The requisition was filed by Bharat Thakrar’s minority bloc, and the board folded it directly into the AGM agenda rather than convening a separate extraordinary general meeting.
The coordinated requisition by minority shareholders to remove an entire listed company board may be without precedent at the NSE.
“After years of deepening losses and eroding shareholder value, this is the moment for the voice of minority shareholders to be heard,” Thakrar wrote in a public LinkedIn post on June 1, 2026.
The vote exposes a problem that extends well beyond Kenya.
WPP’s 2025 full-year results, filed with the SEC on March 19, 2026, showed revenue fall to £13,550 million from £14,741 million, reported operating profit collapse to £382mn, and the group record a net loss of £172 million after significant non-cash charges.
Headline operating profit margin slipped to 13 per cent from 15 per cent, and adjusted net debt stood at £2.167 billion.
The restructuring announced in February carries £400 million of cash costs to deliver £500 million of gross annualised savings, with headcount already reduced by close to 9,000.
The same controlling shareholder that has presided over Scangroup’s decline is itself cutting hard. The difference is that in London, WPP can frame that as strategy. In Nairobi, ordinary investors absorb the losses.
The governance question at the centre of Monday’s vote is a structural one. WPP, through its subsidiary Cavendish Square Holding, controls approximately 56 per cent of Scangroup’s issued share capital.
Under Article 29.6 of Scangroup’s articles of association, so long as WPP holds 50 per cent or more of the shares, it may appoint or remove a majority of directors by written notice to the company secretary alone.
With a 56 per cent stake, it can outvote every other shareholder combined. The minority’s resolutions cannot pass.
“Anywhere else in the world this board would have been kicked out given the cumulative losses over the last five years,” Thakrar said.
The arithmetic, however, was never the point. The vote forces onto the public record a question WPP has not publicly answered: what is its intention for Scangroup?
One arrangement in particular has drawn shareholder scrutiny and is now a matter of public record.
Scangroup has extended a long-term loan of approximately Sh1.2 billion, equivalent to around $9.2 million, to WPP Group Services SNC, a wholly owned subsidiary of WPP plc, bearing interest at five per cent per annum.
The loan is disclosed in the related-party transactions note of Scangroup’s audited financial statements.
The context makes the terms notable. Average commercial bank lending rates in Kenya stood at 14.78 per cent in February 2026, according to Central Bank of Kenya data, against a CBK benchmark rate of 8.75 per cent a level held at the regulator’s April 2026 meeting after ten consecutive cuts.
The loan was made as Scangroup’s own cash reserves declined and the company paid no dividend.
Shareholders also raised a separate Sh78 million receivable from Ogilvy South Africa, demanding more disclosure on repayment arrangements, recoverability and treasury management practices.
The conduct of the meeting itself has attracted scrutiny. In the weeks before Monday’s meeting, Scangroup reshuffled its board, appointing three new non-executive directors while three others exited; three of the nine directors named in the removal resolutions.
The board pre-empted three of the removal resolutions before the AGM, with the departures framed as ordinary board refreshment.
WPP Scangoup CEO Akua Brayie Owusu-Nartey told The Star that she believes that at the end of the day, all shareholders both majority and minority seek the same outcome: a strong, stable, and profitable WPP Scangroup.
As management, she said, they cannot direct any shareholder on how to exercise their voting rights. That is the independent right of each shareholder.
“Our focus as leadership and management remains entirely on executing our strategic reset which seeks to drive operational discipline, and deliver sustainable, long-term value for everyone who has invested in this business.”
The Star reached out to both the Capital Markets Authority (CMA) and the Nairobi Securities Exchange (NSE), seeking to know regulators’ position on protection of minority shareholders. Both had not responded by the time of going to press.
Most legal experts were hesitant to comment on the matter.
Former ScanGroup CEO
