The Raw Notes — Inside the WPP Scangroup AGM: Management in the Hot Seat, Bharat Thakrar's Complete domination of the Board
By BoardLotSultan
This morning, I attended the WPP Scangroup Annual General Meeting (AGM) as a shareholder. What transpired inside that room was nothing short of a corporate drama—a raw, emotionally charged showdown between a disgruntled retail base, a defensive management team, and the company’s legendary founder making a dramatic bid to reclaim his “baby.”
The company, once a darling of the Nairobi Securities Exchange (NSE), has seen its share price collapse, its cash reserves dwindle, and its footprint across Africa shrink.
Below are my verbatim notes from the floor of the AGM, capturing the raw shareholder frustrations, management’s defenses, and the full, unvarnished presentation by Bharat Thakrar.
Should Bharat Thakrar Be Reinstated as CEO of Scangroup
1. The Shareholders’ Opening Volley
Before the formal business even began, the tension in the room was palpable. Retail investors did not hold back, demanding answers for the staggering destruction of shareholder value and poor handling of the event itself.
On Performance: “Why is our business declining while our competitors NOT
declining?”
On Dividends: “Why is there a dividend drought for 6 years now? What is management doing about that?”
On Logistics & Treatment: “Why are shareholders being harassed at the entrance by guards, like animals?”
On Venue Choice: “Why have you brought us this far, instead of a nearer place in the CBD or closer? People from Thika have suffered. What are you hiding? Why are you serving me nduma at the AGM??”
On Governance: “Why is the registrar so stubborn? They should be changed. Also, was the Director (Bharat) who was removed remunerated?”
On Market Value: “Why are you saying the company is more valuable than what the share price is at the stock market? The share price is lower than chewing gum.”
2. Management’s Defense: Client Risks, New Pipeline & The WPP Loan
As the floor opened for official responses, CEO Akua Ewusu and CFO Sanjeev faced tough inquiries from diverse shareholders addressing client attrition, a bleeding balance sheet, and a controversial 1.2 billion KES loan extended to parent company WPP.
Client Risks & Strategy
Q (Shareholder): “Be sincere about how you lost key clients.”
Answer (Management): “It was a long-standing relationship of 15 years. We have taken lessons learned. Big agencies lack agility. We lack agility.”
Q (Shareholder): “Is there a risk of losing more clients?”
Answer (CEO Akua Ewusu): “Clients will stay based on their own decisions. However, the company will do its best to retain clients.”
When asked about new business lines, management outlined a three-pronged stabilization strategy:
Stabilize the existing clients.
Drive growth within existing clients.
Build a robust new business pipeline. (Current conversion is 25–30% of the pipeline; the company is actively pitching on leads, and over 40% of new business targets have been achieved).
The Cash and the 1.2 Billion KES WPP Loan
The financial grilling intensified around Scangroup’s crashing cash reserves and its treasury policy.
Q (Shareholder): “Why has cash reduced from 4 billion to 2 billion KES?”
Answer (CFO Sanjeev): “Majority of cash utilized to pay tax payments related to withholding tax deducted by clients. Clients were deducting on gross billing instead of on the fee element of the billing.”
Q (Shareholder): “Why have you placed a 1.2 billion KES loan with WPP Group while the CFO is complaining about liquidity? This does not make sense. Who approved the loan and how?”
Answer (CFO Sanjeev): “The loan of 1.2 billion KES and the return of 5% is based on security and not based on the best return. This is in the treasury policy. We are getting 5% while banks were offering 2–3% in Tier 1 banks. They can access the funds within 48 hours.”
Q (Shareholder): “Why did you not place this money in an infrastructure bond at 17% tax-free, rather than 4% from WPP?”
Answer (Management): “The average interest rate in 2024 was 12% on local currency, but funds in WPP are in [foreign currency].”
Q: Carl Ogola: “Why do you keep deferring the payment of this loan while you keep saying it’s recoverable?”
Management Compensation
Q (Shareholder): “Management earns 8 times more than me as a university professor, yet I am more learned than you. What value have you delivered? You should take a 50% cut because the company is not doing well. You are earning 2 million KES, and I am earning 200k per month.”
Answer (Management): “Again, it’s performance based. If you hit certain KPIs, you hit compensation. There is fixed and KPI-based income.”
3. Ordinary AGM Business: Voting & Board Elections
The standard corporate agenda proceeded with the adoption of financials and the election of directors.
Voting Protocol: Voting is currently ongoing via SMS or email link. Results of the voting will be published on the website within 48 hours following the AGM (announced by CEO Akua Ewusu).
Adoption of Financials for FY25: Proposed by Dina Margaret, seconded by Njuguna Watunu.
Election of Directors:
Richard Omwela: Proposed by Kinuthia, seconded.
Patricia Kiwanuka
Washington Biruru
Kagiso Musi: Proposed by Museni Amina, seconded by Memia Kinyanjui.
Nick Douglas (To fill casual vacancy): Proposed by Ndungu Josephine, seconded by Sally Kibor.
Manuel Segimon (To fill casual vacancy): Proposed by Njuguna Watunu, seconded by Mutunga Kithome.
Board Audit & Risk Committee Nominees: Peter Kimurwa, Patricia Kiwanuka, Nick Douglas, Manuel Segimon.
4. Special Business: The Return of Bharat Thakrar
The atmosphere shifted entirely when founder and former CEO Bharat Thakrar stood up to present his Special Business. Below is the unvarnished text of his presentation to the shareholders:
“My vision was one of greatness”
“To grow the business in Africa, we saw the opportunity and we went for it. Today is the 20th AGM. The last 6 years have not been good.
I am the one who nominated Richard Omwela to the chair role; he remains my friend. CEO Akua was my colleague and is a friend, and I have nothing personal against them. We have to be reasonable.
The majority shareholder is not in the room—he’s hiding in London. The largest shareholder has their own global problems.
We paid dividends during my time, on average 17/- per share. We left cash reserves of 3.9 billion KES—equal to 9/- per share. We had offices in 18 countries. Now, the share price is 62% down. Cash reserves are down to 2 billion KES. We have exited South Africa, Tanzania, and Nigeria.
The dream is dead. But the company can be rescued.
We lost big Customers EQUITY BANK, NCBA, AIRTEL, KCB. The loss cannot be filled maybe in 4 years down the line. The losses are due to a loss of client confidence. 2026 will be impacted by the fall of Airtel. The reality is cash reserves are being used to pay tax, because no one can lend us money.
Our South Africa business was sold to BCW, which is part of WPP. This was not disclosed, and yet it’s a material fact. We did not know how and how much they paid. The group footprint and the pan-African expansion is what kept the share price up.
Where do we go from here?
Am NOT going to give you bullshit. I built the business and I know what to do. I am like a fundi—I know what to do and I know what to do. We want to be back. We think we can fix the business.
I know we can’t win the vote. London will not allow us. The mzungus sitting in London do not know Africa. They have never visited here. We have lost all the great people in the last 3 years. They have set up competing agencies. No matter what happens, if we do great work, the financials will sort themselves out.”
Bharat’s 7-Point Strategy for Rebuilding:
Rebuild the staff: Rehire the great people who left.
Bring in fresh, world-class staff.
Get the mojo back: We had the mojo at Scanad, winning through great work, world-class service, and exceeding expectations. Pitch hard and win back.
Win back lost giants: Why did we lose Airtel? We lost because the work we are doing is mediocre, because we lost the best people. And they may not be happier elsewhere. We can pitch back those clients.
Rebuild margins and manage costs.
Eliminate moonlighting: Most people are moonlighting in the business and have no commitment, so the work is mediocre.
Hunger to win: Fight for every single pitch.
The Alternate Board Slate
To execute this, Bharat recommended a slate of 5 directors to be voted in:
Bharat Thakrar: “I was cleared of accusations by the CMA. — Bharat proceeds to show 3 ads to show he’s still got the mojo: 1 produced by Andrew for Equity 3 years ago, one ad for Tusker, one for Safaricom.”
Andrew White, Creative Director Andrew White; East Africa’s most awarded creative.
Adam Ogola (Holds 8 million shares)
Kunal Bid (Minority shareholder with 5 million shares, managing 5 billion KES of investors’ funds)
Rishab Thakrar (His son)
“Please vote for us to restore the company that I started 25 years ago. Thank you.”
5. Shareholder Q&A on the Special Business
The floor erupted with tough questions directed back at Bharat regarding his intentions, accountability, and the reality of his coup attempt.
Solomon Odhiambo: “Since the IPO, my take is somewhere along the line, you got us here where we are. You are the one who caused this problem. We are going to vote for you, but you have said you are not sure you are going to win. You have painted a draining ship—why do you want a painting ship? Start another ship and we shall follow you. Leave this ship to sink. What is it that you are going to do differently?”
Solomon Kimani from Thika: “Bharat is a salesman. We can see that the company started to sink after you left. Must this matter be resolved through the courts? Why can’t Bharat sit with the board and resolve the issues? How are you sure if we elect you, you will not start with boardroom wrangles? I don’t think you will work miracles. It’s also not good practice that you nominate 5 people from your end alone. If there is goodwill, you sit and resolve this. All is not lost.”
Answer (Bharat Thakrar): “Why do I want the dead baby? Because it’s my baby. It’s an emotional connection. I have been invited to too many agencies and I declined. My wife came here and cried. If I started my own agency, I would have taken all their clients.”
Odhiambo (GS1 Kenya): “1. I was kicked out of my own company and I started another one. Learn from me. 2. Use ADR (Alternative Dispute Resolution) mechanisms instead of court. 3. Can you bring us an undertaking that you will bring back these 4 clients: KCB, Equity, Airtel, and NCBA? Can you do it in writing?”
Answer (Bharat Thakrar): “I have just shown you that we are working with NCBA outside of Scangroup. I have skin in the game. I am a shareholder.”
Sally Chepkorir: “You introduced a team that is not gender-sensitive. What assurance are you giving us that you will be close to us? That you will give us a dividend so we can wipe our tears?”
Answer (Bharat Thakrar): I have come with my wife
Online Questions
Irungu & Alex Mbithi: “How will replacing directors give better results?”
Daniel Kimotho: “There are rumors that the loss of Airtel was engineered by you. As a shareholder, how have you supported the company now?”
Answer (Bharat Thakrar): “When you don’t deliver, your client gives you a chance. They gave Ogilvy 1 year to change. They called for a pitch. Another agent won. I was not involved. I know Sunil of Airtel and I was not involved. The best agency won.”
The Elephant in the Room: The 3.4 Billion KES Lawsuit
Q (Online): “You have sued the company for 3.4 billion KES, so how will you proceed with litigation [if elected]?”
Answer (Chairman Richard Omwela): “We can’t answer, this matter is in court!”
With that final, unresolved legal cloud hanging over the auditorium, the meeting ended.
AGM is closed.
My Interpretation of the Drama: Reading Between the Lines
If you watched the body language and read between the lines, the real story emerged. Here is my dramatic, unvarnished reading of the power struggle for the soul of Scangroup:
1. The King in Exile Commands the Room
On paper, founder Bharat Thakrar is the ousted former CEO. In a room full of furious shareholders, Bharat was granted 45 uninterrupted minutes on the microphone. The board sat in stone-faced silence; the retail base listened with, near-religious deference. The room doesn’t see an ex-executive—they see the only anchor left.
2. The Ghost of London
Where was the majority shareholder? A complete no-show. WPP pulled the strings from the UK, completely abandoning the physical theater of the AGM. They are left local management to act as human shields.
3. The 1.2 billion KES Extortion Bombshell
Bharat dropped a massive, revelation from private negotiations.
“WPP told us: If you want your company back, give us 56% of the remaining 2 billion KES cash.”
It is a scorched-earth extortion strategy. WPP is allegedly willing to cede control, but only if they can drain 1.12 billion KES first.
4. The Quiet Insurgency
The most fascinating dynamic was the unspoken alliance in the room. Watch the local board and staff: there was no aggressive counter-posturing, no attempt to cut Bharat’s mic. The local team looked less like his adversaries and more like a captured crew. They know the current corporate structure under London’s heavy hand is a sinking ship.
5. The CFO’s Financial Smoke and Mirrors
Then came the numbers, and with them, absolute bullshit from CFO Sanjeev. Defending why 1.2 billion KES of cash is parked with WPP in London at 5% interest, he claimed local banks offered less.
Every investor in Nairobi knows Kenyan T-Bills and Infrastructure Bonds have been screaming at 12% to 17% tax-free. To hoard cash offshore at 5% while the local business bleeds isn’t a strategy—it’s a cheap cash-evacuation, in preparation for exit.
The Verdict: London will likely win the mathematical proxy vote through sheer equity weight, but the AGM proved they have completely lost the dressing room, the floor, and the soul of the company.
Follow @BoardLotSultan on X for continuous updates on the Nairobi Securities Exchange, value investing, and corporate governance insights.
The parent really spoiled the rod here😂
😂Shareholders in London are silent