Former Scangroup chief executive Bharat Thakrar has failed in his attempt to unseat the company’s board after minority shareholders backing the move were unable to overcome the voting power of majority shareholder WPP during the firm’s annual general meeting.
Shareholders voted on Monday on proposals to remove current directors, appoint a new board and replace the company’s top leadership. While all minority shareholders who took part in the AGM supported the changes, their combined 65.5 million shares, representing 15.1% of the company, were insufficient to outweigh WPP’s 56.26% stake, equivalent to 243.1 million shares.
As a result, resolutions seeking the removal of directors, appointment of new board members and changes in leadership were defeated. The outcome highlighted WPP’s decisive influence over the company, despite overwhelming support for the proposals among participating minority investors.
A further 125.4 million shares, accounting for 29% of Scangroup’s shareholding, were not represented at the meeting.
Following the vote, Thakrar maintained that minority investors had clearly expressed dissatisfaction with the current leadership. He noted that more than 99% of the independent shares that voted backed the proposed changes, arguing that WPP’s controlling stake, rather than a lack of shareholder support, determined the outcome.
The campaign to overhaul the board was spearheaded by minority shareholders holding a combined 13.59% stake, including Thakrar. They pushed for the resolutions to be included in the AGM agenda, citing years of weak financial performance and declining shareholder value.
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The dispute marks the latest chapter in the long-running conflict between Thakrar and WPP, which became a major shareholder in Scangroup in 2008. Thakrar left the company in 2021 following a fallout and has since filed a lawsuit seeking £24 million (Sh4.22 billion), alleging wrongful removal.
Minority investors argue that Scangroup’s share price has fallen by 62% since Thakrar’s exit, dropping from Sh5.94 to current levels. They also point to cumulative trading losses of approximately Sh3.3 billion between 2021 and 2025, with the company’s net loss widening to Sh713.7 million last year from Sh506.7 million previously. Revenue has also shrunk sharply, falling from Sh7 billion in 2021 to about Sh2 billion.
The investors had proposed replacing the current board with a new team that included Thakrar, Andrew White, Carl Ogola, Kunal Kamlesh Bid and Rishab Thakrar. They also questioned the terms of a Sh1.2 billion loan advanced by Scangroup to parent company WPP, arguing that its 5% interest rate is below prevailing market deposit and lending rates.
