WPP Scangroup appoints new directors days after Bharat Thakrar demands board overhaul

WPP Scangroup has moved swiftly to reconstitute its board, appointing three new non-executive directors just days after its founder and former chief executive Bharat Thakrar filed a formal requisition demanding the removal of every current director and their replacement with a slate led by himself.

The Kenya Times reported the new appointments on May 15, confirming that Scangroup has moved to add board capacity at a moment when its ownership structure is under direct challenge. The company has not issued a public statement on the appointments responding to Thakrar's requisition letter, dated May 8, 2026.

The timing is pointed. Under Article 44.4 of Scangroup's Articles of Association, the board is required to convene a general meeting within 21 days of receiving a valid requisition from shareholders representing at least 10 percent of the company's capital. That 21-day clock began running on May 8. The board is simultaneously moving to appoint directors, which Thakrar's camp is likely to challenge as an attempt to dilute the impact of any shareholder-driven board removal vote.

Thakrar and his wife Sadhana hold 10.48 percent of Scangroup. Together with other aligned minority shareholders, the combined stake in the requisition reaches 13.59 percent, well above the 10 percent threshold required to trigger a special general meeting. He has also alleged, without providing documentary evidence at this stage, that three of the WPP-appointed directors currently sitting on the board are no longer employed by WPP Plc, a development that, if confirmed, could further complicate the board's standing.

Thakrar's requisition cited a share price that has fallen 62 percent since his removal in February 2021, from Sh5.94 to Sh2.24 as of early May. The company has recorded aggregate trading losses of approximately Sh3.3 billion between 2021 and 2025. Revenue has collapsed from Sh7 billion at the time of his removal to Sh2 billion. Major clients including KCB, Equity Bank, NCBA and Airtel Africa have departed during the period. The company has also shuttered its Nigeria and Tanzania advertising and public relations operations and divested its South African PR business.

Thakrar founded WPP Scangroup in 1982 as a small advertising agency called SCANAD, built it into one of Africa's largest marketing communications groups and took it public on the Nairobi Securities Exchange in 2006 via an IPO that was six times oversubscribed. WPP entered as a minority partner before acquiring a controlling stake in 2013. His suspension in 2021 over allegations of gross misconduct that were never proven in a completed investigation triggered a legal fight that is still ongoing. A High Court dismissed his employment case on jurisdictional grounds in May 2025, but Thakrar has said he will appeal.