Limited Liability Partnership
Registration number:
(England and Wales)
Omnicom Trading LLP
for the Year Ended 31 December 2023
Omnicom Trading LLP
Contents
Limited liability partnership information |
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Members' Report |
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Independent Auditor's Report |
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Financial Statements |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Members’ Interests |
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Cash Flow Statement |
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Notes to the Financial Statements |
Omnicom Trading LLP
Limited liability partnership information
Members |
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Registered office |
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Auditors |
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Limited Liability
Partnership Number OC353984
Omnicom Trading LLP
Members' Report for the Year Ended 31 December 2023
The members present their report and the unaudited financial statements for the year ended 31 December 2023.
Firm structure
The LLP is a limited liability partnership registered in England and Wales, registration number OC353984. A list of designated members’ names is available for inspection at the LLP’s registered office.
Principal activity and review of the business
The principal activity of the Limited Liability Partnership which is unchanged from last year, is that of trading in feed and grain commodities.
Other than potential bad debts as detailed below under going concern, the limited Liability Partnership's development to date, financial results and position as presented in the financial statements are considered satisfactory.
Presentation currency
The members have decided, as in the preceding year, to present the Financial Statements of the partnership for the year 2023 in US$. The functional currency of the primary economic environment in which the partnership is operating is US$ and the members have taken the decision to present the Financial Statements in US$ as in their opinion, this currency best reflects the economic substance of underlying events, transactions and circumstances relevant to the partnership.
Key performance indicators (KPI)
The KPI's from a financial perspective are gross profit and cash generated. We continue to monitor costs to ensure that they remain in line with our underlying revenues.
The LLP had no trading activities in 2023 compared to 0.54% gross loss in 2022 mainly due to the fact that, significant part of turnover is now executed through the holding company. The members are optimistic in improving the partnerships fortunes in the ensuing years but are restricted in their endeavours due to the existing trading conditions, risk to the partnership's market share from new competition and the commencement of the war since February 2022 between the Ukraine and Russia, which has affected the partnership's ability to secure supplies of grain commodities from its major suppliers in the Ukraine. Nevertheless, adequate finance exists to take advantage of business opportunities and the members consider the state of affairs to be satisfactory, given the existing trading conditions.
Other KPI's that the LLP uses include growth, turnover and balance sheet strength, which are monitored on a continuous basis and even though turnover has declined over the previous year, the members are optimistic in improving the LLP's results in the ensuing years.
Omnicom Trading LLP
Members' Report for the Year Ended 31 December 2023
Members' drawings, contributions and repayments
Members capital requirements are determined from time to time having regard to the short, medium and long term needs of the partnership.
Drawings represent payments on account of profits which may be allocated to members. Profits and losses of the partnership are shared between the Members in proportion to the capital contributions of the Members or in such other proportions as the Members may from time to time agree in writing. The amount of such drawings is set at the beginning of each financial year, taking into account the anticipated cash needs of the partnership and may be reclaimed from members until profits have been allocated to them.
Initial capital contributions ('principal capital') of each of the members are amounts as set out in the partnership agreement and further members shall contribute upon admission to the partnership such capital as determined by the other members. Any further capital requirements are determined by the members from time to time and shall be provided by way of interest free loans or further capital contributions. No member can withdraw or receive back any part of their Principal Capital Contribution Account except for, in specific circumstances, as detailed in the partnership agreement and approved by all other members. Members principal capital is therefore classified as equity. Subsequent capital is repaid to members shortly after ceasing to be a member of the partnership, or at such other time as determined by the other members. Members' subsequent capital is therefore classified as a liability. There is no opportunity for the appreciation of capital subscribed.
Designated members
The designated members who held office during the year and up to the date of signing of the financial statements were as follows:
Corporate members
Omega Agri Resources Limited
MGC Holding Limited
Management Board
The members of the Management Board who held office during the year were Mr Michael Zilfo, Mr Savvas Shiates and Ms Agne Tamuleviciute.
Transactions with Members
Profits and losses of the Limited Partnership are shared between the Members' in proportion to their ownership percentage held as follows: Omega Agri Resources Limited (99.9%), MGC Holding Limited (0.1%).
Omnicom Trading LLP
Members' Report for the Year Ended 31 December 2023
Post reporting date events
Two and half years since Russia’s invasion of Ukraine, Russia occupies almost a fifth of Ukraine’s territory, including in Crimea, Donetsk, Luhansk, Zaporizhzhia and Kherson. Both sides have suffered heavy loss and as peace talks remain a distant prospect, there are no signs of the end of the Ukraine War. These actions resulted in international condemnation and the immediate imposition of extensive, far reaching and unprecedented sanctions by the US, the EU, the UK, Canada, Japan and others against Russia and Belarus, State officials, State Controlled enterprises, large enterprises and other individuals considered to have ties to or otherwise supporting the Russian President and his government. These sanctions, include asset freezes, the restriction of access to international financial markets, banning Russian banks from SWIFT, banning the supply of dual-use technology and trade embargoes. Additionally, a large number of multinational businesses have announced their withdrawal from the Russian market. These actions have dramatically weakened the Russian ruble and Russian securities and the Russian economy as a whole. In exchange Russia has also issued retaliatory sanctions. These measures could escalate further since the war continued into 2023 and 2024 and is currently ongoing as at the date of approving these financial statements. The effect of the conflict on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage but should be expected to be significant, particularly as Russia is the leading supplier of energy to Europe and a leading supplier of commodities to the food, construction and manufacturing industries.
The outbreak of war in February 2022 between the Ukraine and Russia has had a profound negative effect on global energy prices and ultimately has depressed the world economy even further. The war has had a direct effect on the partnership's business model and its ability to source and secure supplies of grain commodities from existing and new suppliers situated in the Ukraine and Russia.
The commencement of war between the Ukraine and Russia has affected the global economy in 2023 and the war is still unlikely to come to conclusion in 2024. Consequently, the world economy and overall business activities cannot be estimated with reasonable certainty, due to the high level of uncertainties arising from the inability to reliably predict the outcome. The members are endeavouring to manage and minimise the risk posed by the war by implementing all of the recommendations announced by the relevant Governments, together with sourcing new suppliers and supply lines from other parts of the world and are taking all necessary measures and precautions to combat the threat and remain confident of being able to manage and minimise the risk.
These events are considered as other non-adjusting events and are therefore not reflected in the recognition and measurement of the assets and liabilities in the financial statements as at 31 December 2023.
Management is in the process of reassessing their trading and relevant cash flows using revised assumptions and incorporating downside scenarios in assessing actual and potential financing needs and will continue to monitor the situation closely.
Omnicom Trading LLP
Members' Report for the Year Ended 31 December 2023
Going Concern
Irrespective of the problems caused by the war between the Ukraine and Russia, the members have a reasonable expectation that the partnership has adequate resources to continue in operational existence for the foreseeable future. Due to the depressed global economic climate that persists, the partnership's going concern status is further affected by the inability of one of its major customers to pay their debts as they fall due. But the members consider this to be temporary and are optimistic of being able to source new customers and that the financial position of its major customer will improve in the short to medium term. The members have given their continued support to the partnership and are prepared to provide all the financial assistance for the foreseeable future to enable the partnership to continue and meet its ongoing obligations as they fall due.
On this basis, the members consider it appropriate to continue to adopt the going concern basis of accounting in preparing the annual financial statements. The financial statements do not include any adjustments that would result from a withdrawal of assurances given by the members.
Financial instruments and risk management
The LLP's principal financial instruments comprise of cash, cash equivalents and/or borrowings, commodity contracts and forward supply contracts. The LLP has various other financial instruments such as trade debtors and creditors that arise directly from its trading operations.
The main risks associated with the LLP's financial assets and liabilities are set out below:
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Partnership has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Partnership's income and operating cash flows are substantially independent of changes in market interest rates as the Partnership has no significant interest-bearing assets. The Partnership is exposed to interest rate risk in relation to its borrowings. Borrowings issued at variable rates are exposed to interest rate risk. Borrowings issued at fixed rates expose the Partnership to fair value interest rate risk. The Partnership's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.
Foreign currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Partnership's measurement currency. The Partnership is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar and the Euro. The Partnership's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
Omnicom Trading LLP
Members' Report for the Year Ended 31 December 2023
Credit risk
The LLP has forward contracts with both external suppliers and customers, and also has credit exposure with external customers. The LLP undertakes assessments of these companies in order to reduce likelihood of default. Credit risks arise when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Partnership has no significant concentration of credit risk. The Partnership has policies in place to ensure that sales of products are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables.
Commodity risk
The LLP buys and sells agricultural commodities. There is an exposure against movements in the market prices of these commodities. The LLP seeks to mitigate these risks by closely managing the commodity positions and position limits. The LLP has a low risk attitude to position taking and seeks to counterbalance risks by taking offsetting comparable positions either externally or within the LLP's associated concerns.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, as applied to limited liability partnerships, a resolution for the re-appointment of MG Audit Services Limited as auditors of the limited liability partnership is to be proposed at the forthcoming Annual General Meeting.
Omnicom Trading LLP
Members' Report for the Year Ended 31 December 2023
Statement of member's responsibilities
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the limited liability partnership and of the profit or loss of the partnership for that period. In preparing these financial statements, the members are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards, including Financial Reporting Standard 102, have been followed subject to any material departures disclosed and explained in the accounts;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the limited liability partnership will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the partnership and to enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The members are responsible for the maintenance and integrity of the limited liability partnership website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
These responsibilities are exercised by the designated members on behalf of the members.
Statement of disclosure to auditor
Each of the members in office at the date of approval of this annual report confirms that:
• so far as the members are aware, there is no relevant audit information of which the limited liability partnership's auditor is unaware, and
• the members have taken all the steps that they ought to have taken as members in order to make themselves aware of any relevant audit information and to establish that the limited liability partnership's auditor is aware of that information.
Omnicom Trading LLP
Members' Report for the Year Ended 31 December 2023
Approved by the
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Omnicom Trading LLP
Independent Auditor's Report to the Members of Omnicom Trading LLP
Opinion
We have audited the financial statements of Omnicom Trading LLP (the ‘limited liability partnership’) for the year ended 31 December 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Members’ Interests, Cash Flow Statement, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the limited liability partnership's affairs as at 31 December 2023 and of its loss for the year that ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006, as applied to limited liability partnerships. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the limited liability partnership in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter
We draw attention to note 1 and note 8 of the financial statements, in particular the cessation of the trading activity in 2023 and trade debtors balance of US$ 14,612,461.
Since the war between Ukraine and Russia is unlikely to stop in the remainder of 2024 and shifting of major trading activities to Omega Agri Resources LTD, there creates the significant doubt in the entity’s ability to continue as a going concern.
Further, as at the date of signing our audit report there is still some US$10,109,518 of trade debtors that have been outstanding for more than 29 months. Following the year end, debtors outstanding as at 31 December 2022 of US$4,502,861 have been recovered up to September 2024.The management are optimistic that the remaining debtors balance will be recovered and that the bad debt provision of $1,461,246 originally made in 2022 is still sufficient at the year end.
Omnicom Trading LLP
Independent Auditor's Report to the Members of Omnicom Trading LLP
Material uncertainty relating to going concern
We draw attention to note 1 in the financial statements and the members report, pertaining to going concern, which indicate that the depressed global economic climate that persists and the cash flow difficulties experienced by one of the partnership's, major customers in not being able to pay their debts as they fall due may cast serious doubt on the partnership's, going concern capability. At the balance sheet date, one major customer owes the partnership $14,612,461 and even though a provision of $1,461,246 has been made for potential bad debt material uncertainty still exists. As stated in note 1 and the members report, these events or conditions, along with the other matters as set forth in notes 11 and 12, indicate that a material uncertainty exists that may cast significant doubt on the partnership's ability to continue as a going concern. In particular the war between Russia and Ukraine has had a profound negative effect on the partnerships supply lines and ultimately its trading activity since it is dependent on sourcing supplies of feed and grain commodities from Ukraine. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the members use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the members' assessment of the entity's ability to continue to adopt the going concern basis of accounting includes the members giving their continued support to the partnership and their expressed assurance that they are prepared to provide all the financial assistance for the foreseeable future to enable the partnership to continue and meet its ongoing obligations as they fall due.
Our responsibilities and the responsibilities of the members with respect to going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the limited liability partnership's ability to continue as a going concern. Due to ongoing war between Russia and the
Ukraine and it is difficult to evaluate all of the potential implications on the limited liability partnership's trade, customers, suppliers and the wider economy.
Other information
The members are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Omnicom Trading LLP
Independent Auditor's Report to the Members of Omnicom Trading LLP
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
• the information given in the Members' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the Members' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the limited liability partnership, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the limited liability partnership financial statements are not in agreement with the accounting records and returns; or |
• | we have not received all the information and explanations we require for our audit. |
• | the members were not entitled to prepare the financial statements in accordance with the special provisions relating to small limited liability partnerships and take advantage of the small limited liability partnerships' exemptions in preparing the Members' Report and from the requirement to prepare a Strategic Report. |
Responsibilities of members
As explained more fully in the members report set out on page 7, the members are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the members determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the members are responsible for assessing the limited liability partnership's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the members either intend to liquidate the limited liability partnership or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Omnicom Trading LLP
Independent Auditor's Report to the Members of Omnicom Trading LLP
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
1) Enquiries of management, including obtaining and reviewing supporting documentation, concerning the company's policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and - the internal controls established to mitigate risks related to fraud or non-compliance of laws and regulations; and
2) Discussions among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Bribery Act 2010, Data protection Act 2018, Employment Law. Health and Safety Legislation and FRS 102.
As a result of these procedures, we considered the particular areas that were susceptible to misstatement due to fraud were in respect of revenue recognition, complex related party transactions and management override. Our procedures to respond to risk identified include the following:
1) reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.
2) testing documents to ensure completeness of revenue and accuracy & existence of product purchase.
3) enquiring of management concerning actual and potential litigation and claims.
4) performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
5) in addressing the risk of fraud through management override of controls, testing the appropriateness of any journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the rationale of any significant transactions that are unusual or outside the normal course of the company's operations.
Omnicom Trading LLP
Independent Auditor's Report to the Members of Omnicom Trading LLP
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the limited liability partnership’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, as applied to limited liability partnerships by the Limited Liability Partnerships (Accounts & Audit) (Application of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the limited liability partnership’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the limited liability partnership, and the limited liability partnership members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
166 College Road
Middlesex
HA1 1BH
Omnicom Trading LLP
Profit and Loss Account for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
- |
|
|
Cost of sales |
- |
( |
|
Gross loss |
- |
( |
|
Other expenses |
- |
( |
|
Administrative expenses |
( |
( |
|
Other operating income |
|
( |
|
Operating profit/(loss) |
|
( |
|
Interest payable and similar expenses |
( |
( |
|
Tax on profit or loss on ordinary activities |
|||
- |
- |
||
Profit/(loss) for the year before members' remuneration and profit shares |
|
( |
|
Members' remuneration charged as an income/(expense) |
(62,334) |
1,125,843 |
|
Profit/(loss) for the year available for discretionary division among members |
- |
- |
Turnover and operating profit derive wholly from continuing operations.
The limited liability partnership has no recognised gains or losses for the year other than the results above.
Omnicom Trading LLP
(Registration number: OC353984)
Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Current assets |
|||
Debtors |
|
|
|
Cash and short-term deposits |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net assets attributable to members |
|
|
|
Represented by: |
|||
Loans and other debts due to members |
|||
Members' capital classified as a liability |
13,167,289 |
13,284,954 |
|
Members’ other interests |
|||
Members' capital classified as equity |
1,523 |
1,523 |
|
13,168,812 |
13,286,477 |
||
Total members' interests |
|||
Loans and other debts due to members |
13,167,289 |
13,284,954 |
|
Equity |
|
|
|
13,168,812 |
13,286,477 |
For the year ending 31 December 2023 the limited liability partnership was entitled to exemption from audit under section 477 of the Companies Act 2006, as applied to limited liability partnerships, relating to small entities.
These financial statements have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime and FRS 102 ‘The Financial Reporting Standard Applicable in the UK and Republic of Ireland’.
The members acknowledge their responsibilities for complying with the requirements of the Act, as applied to limited liability partnerships by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 with respect to accounting records and the preparation of accounts.
The financial statements of Omnicom Trading LLP (registered number OC353984) were approved by the
Omnicom Trading LLP
(Registration number: OC353984)
Balance Sheet as at 31 December 2023
......................................... |
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Omnicom Trading LLP
Statement of Changes in Members’ Interests
At 31 December 2023
Equity |
Loans and other debts due to/(from) members |
|||||
Members' capital |
Total equity |
Members' capital classified as a liability |
Members' other amounts |
Total debt |
Total |
|
Members' interest at 1 January 2023 |
1,523 |
1,523 |
13,284,954 |
- |
13,284,954 |
13,286,477 |
Members' remuneration charged as an expense/(income) |
- |
- |
- |
62,334 |
62,334 |
62,334 |
Members' interests after total comprehensive income |
1,523 |
1,523 |
13,284,954 |
62,334 |
13,347,288 |
13,348,811 |
At 31 December 2023 |
1,523 |
1,523 |
13,284,954 |
62,334 |
13,347,288 |
13,348,811 |
Equity |
Loans and other debts due to/(from) members |
|||||
Members' capital |
Total equity |
Members' capital classified as a liability |
Members' other amounts |
Total debt |
Total |
|
Members' interest at 1 January 2022 |
1,523 |
1,523 |
14,241,298 |
- |
14,241,298 |
14,242,821 |
Members' remuneration charged as an expense |
- |
- |
- |
(1,125,843) |
(1,125,843) |
(1,125,843) |
Members' interests after total comprehensive income |
1,523 |
1,523 |
14,241,298 |
(1,125,843) |
13,115,455 |
13,116,978 |
Drawings (including tax payments) |
- |
- |
169,500 |
- |
169,500 |
169,500 |
At 31 December 2022 |
1,523 |
1,523 |
14,410,798 |
(1,125,843) |
13,284,955 |
13,286,478 |
Omnicom Trading LLP
Cash Flow Statement for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Profit for the year available for discretionary division among members |
- |
- |
|
Adjustments for: |
|||
Member's remuneration charged as an expense/(income) |
62,334 |
(1,125,843) |
|
(Increase)/Decrease in debtors |
123,900 |
(256,294) |
|
(Decrease)/Increase in creditors |
(701) |
6,593 |
|
Decrease/(Increase) in Stocks |
- |
1,668,273 |
|
Cash generated from operations |
185,533 |
292,729 |
|
Cash flows from financing activities |
|||
Other adjustments to members capital |
(180,000) |
169,499 |
|
Net cash flows from financing activities |
( |
|
|
Net Increase/decrease in cash and cash equivalents |
5,533 |
462,228 |
|
Cash and cash equivalents at the beginning of the year |
30,721 |
(431,507) |
|
Cash and cash equivalents at the end of the year |
36,254 |
30,721 |
|
Cash and cash equivalents comprise: |
|||
Cash at bank |
36,254 |
30,721 |
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with the statement of Recommended Practice "Accounting by Limited Liability Partnerships", issued in December 2018, together with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (FRS102) and the requirements of the Companies Act 2006.
General information and basis of accounting
The limited liability partnership is incorporated in England and Wales under the Limited Liability Partnership Act 2000. The address of the registered office is given on the limited liability partnership information page. The nature of the limited liability partnership’s operations and its principal activities are given in the members’ report.
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The functional currency of Omnicom Trading LLP is considered to be US dollars because that is the currency of the primary economic environment in which the limited liability partnership operates. Foreign operations are included in accordance with the policies set out below.
Going concern
The members have carefully considered the impact of the war between the Ukraine and Russia and cash flow problems experienced by its major customer on the LLP's financial position, liquidity and future performance. As set out in the members report, irrespective of the problems caused by the existing war, the members believe that the LLP has adequate resources and that it is well placed to manage its business risks successfully. The members are confident that this will continue. The principal risks and uncertainties facing the LLP relate to the impact of potential increased competition and the war between the Ukraine and Russia. The members ensure they are up-to-date with legislation, together with adhering to all Government guidelines and taking all necessary measures and precautions to combat the problems created by the war.
Although the company's business model has been affected in the subsequent period to 31 December 2023 during the current war, the members consider this to be short term and are confident in improving the company's business, as the war between Russia and the Ukraine subsides.
Accordingly, at the time of approving the financial statements, the members have a reasonable expectation that the limited liability partnership has adequate resources to continue in operational existence for the foreseeable future. The members have given their continued support to the Partnership and are prepared to provide all the financial assistance for the foreseeable future to enable the partnership to continue and meet its ongoing obligations as they fall due.
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Exemption from preparing group accounts
The limited liability partnership has taken advantage of the exemption provided by Section 400 of the Companies Act 2006, as applied to limited liability partnerships, and has not prepared group accounts. The limited liability partnership has taken advantage of the exemption provided by Section 401 of the Companies Act 2006, as applied to limited liability partnerships, and has not prepared group accounts.
Revenue recognition
Turnover includes revenue earned from the sale of goods.
Turnover is measured at the fair value of the consideration received or receivable. The fair value of the consideration received or receivable takes into account the amount of any trade discounts and volume rebates allowed by the entity.
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer.
Members' remuneration and division of profits
Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed, remuneration and profits).
Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.
All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within 'Members' remuneration charged as an expense' in arriving at the relevant year's result. Undivided amounts that are classified as equity are shown within 'Members' other interests'. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members' interests.
Where there exists an asset and liability component in respect of an individual member's participation rights, they are presented on a gross basis unless the LLP has both a legally enforceable right to set off the recognised amounts, and it intends either to settle on a net basis or to settle and realise these amounts simultaneously, in which case they are presented net.
Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Taxation
The financial statements do not include any charge or liability for taxation, including related deferred taxation, on the results of the LLP, as the relevant income tax is the responsibility of the individual members.
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Stock
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Stocks are recognised as an expense in the period in which the related revenue is recognised.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
Financial instruments
The limited liability partnership has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.
Financial instruments are recognised in the limited liability partnership's statement of financial position when the limited liability partnership becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at market rate of interest. Financial assets classified as receivable within one year are not amortised.
Trade and other debtors
Trade and other debtors that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment. Those that are receivable after more than one year or constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment.
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment loss is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the limited liability partnership transfers the financial asset and substantially all risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has been transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the limited liability partnership after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the limited liability partnership's obligations expire or are discharged or cancelled.
Equity instruments
Equity instruments issued by the limited liability partnership are recorded at the proceeds received, net of direct issue costs. Distributions payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the limited liability partnership.
Provisions
Provisions are recognised when the LLP has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the limited liability partnership is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Foreign exchange
Transactions in currencies other than US$ are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Finance costs
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Finance costs are charged to the profit and loss account statement over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Related parties
For the purposes of these financial statements, a party is considered to be related to the LLP if:
(i)the party has the ability, directly or indirectly, through one or more intermediaries, to control the LLP or exercise significant influence over the LLP in making financial and operating policy decisions, or has joint control over the LLP;
(ii)the LLP and the party are subject to common control;
(iii)the party is an associate of the LLP or a joint venture in which the LLP is a venturer;
(iv)the party is a member of key management personnel of the LLP, or a close family member of such an individual, or is an entity under the control, joint control or significant influence of such individuals;
(v)the party is a close family member of a party referred to in (i) or is an entity under the control, joint control or significant influence of such individuals; or
(vi)the party is a post-employment benefit plan which is for the benefit of employees of the LLP or of any entity that is a related party of the LLP
(vii)the party, or any member of a group of which it is part, provides key management personnel services to the LLP.
Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.
Members' interests
Initial capital contributions ('principal capital') of each of the members are amounts set out in the LLP agreement. Further members shall contribute upon admission to the LLP such capital as determined by the other members. No member can withdraw or receive back any part of their principal capital contribution account except for in specific circumstances as detailed in the LLP agreement and approved by the other members. Members' principal capital is therefore classified as equity.
Subsequent capital is repaid to members shortly after ceasing to be a member of the LLP, or at such other time as is determined by the other members. Members' subsequent capital is therefore classified as a liability due within one year. There is no opportunity for the appreciation of capital subscribed.
Judgements and key sources of estimation uncertainty |
In the application of the limited liability partnership's accounting policies, the members are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects both current and future periods.
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Turnover |
An analysis of the LLP's turnover for the year by geographical market is as follows:
2023 |
2022 |
|
Europe |
- |
|
Rest of world |
- |
|
- |
|
Turnover is attributable to one continuing activity which is the trade in feed and grain commodities, and is wholly generated from geographical markets outside the United Kingdom.
Operating profit/(loss) |
Operating profit/(loss) is stated after charging /(crediting):
2023 |
2022 |
|
Auditors remuneration |
|
|
Exchange differences arising on operating activities |
(85,502) |
250,899 |
Expected credit losses on trade receivables |
- |
811,246 |
Particulars of employees and members' remuneration |
The average number of persons employed by the limited liability partnership (including members) during the year, analysed by category was as follows:
2023 |
2022 |
|
Members |
|
|
|
|
|
|
Members' remuneration |
2023 |
2022 |
|
Average number of members during the year |
2 |
2 |
The (expense)/profit attributable to the member with the largest entitlement was $62,272 (2022: $1,124,717).
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Taxation |
The partnership is resident for tax purposes in the Republic of Cyprus.
Taxation on the results of the LLP is the responsibility of the individual members, who are all non UK resident for UK tax purposes. Consequently, the financial statements do not include any direct charge or liability for taxation on the results of the LLP for the year. Any tax charge included in the Profit and Loss account statement represents overseas withholding tax.
Debtors |
2023 |
2022 |
|
Trade debtors |
|
|
Other debtors |
- |
|
|
|
Creditors: Amounts falling due within one year |
2023 |
2022 |
|
Other creditors |
|
|
Accruals and deferred income |
|
|
|
|
The bank loans and overdrafts are secured by a floating charge over the partnerships assets.
Loans and other debts due to members |
Amounts falling due within one year US$13,347,288 (2022 : US$13,284,955).
In the event of a winding up the amounts included in "Loans and other debts due to members" will rank equally with unsecured creditors.
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Operating Environment of the Partnership |
The geopolitical situation in Eastern Europe intensified on 24 February 2022 with the commencement of the conflict between Russia and Ukraine. As at the date of authorising these financial statements for issue, the conflict continues to evolve as military activity proceeds. In addition to the impact of the events on entities that have operations in Russia, Ukraine, or Belarus or that conduct business with their counterparties, the conflict is increasingly affecting economies and financial markets globally and exacerbating ongoing economic challenges.
The European Union as well as the United States of America, Switzerland, the United Kingdom and other countries imposed a series of restrictive measures (sanctions) against the Russian and Belarussian government, various companies, and certain individuals. The sanctions imposed include an asset freeze and a prohibition from making funds available to the sanctioned individuals and entities. In addition, travel bans applicable to the sanctioned individuals prevents them from entering or transiting through the relevant territories. The countries in which the Group mainly operates have adopted the United Nations and European Union measures. The rapid deterioration of the conflict in Ukraine may well lead to the possibility of further sanctions in the future.
Emerging uncertainty regarding the global supply of commodities due to the conflict between Russia and Ukraine may also disrupt certain global trade flows and place significant upward pressure on commodity prices and input costs as seen through early March 2022. Challenges for companies may include availability of funding to ensure access to raw materials, ability to finance margin payments and heightened risk of contractual non-performance.
The impact on the Group largely depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markets. The financial effect of the current crisis on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage, due to the pace at which the conflict prevails and the high level of uncertainties arising from the inability to reliably predict the outcome. The Group has no direct exposure to Russia, Ukraine and Belarus and as such does not expect any impact from direct exposure to these countries.
Despite the absence of direct exposure, the increasing energy prices, fluctuations in foreign exchange rates, rises in interest rates, supply chain disruptions and intensified inflationary pressures may indirectly impact the operations of the Group. The indirect implications will depend on the extent and duration of the crisis and remain uncertain. The Group management believes that all Group companies have taken the necessary steps with regards to their energy supplies, funding and operations in order to largely mitigate the identified adverse effects. Cash flows for the year 2024 have been considered with conservative assumptions regarding inflation, interest rates and energy costs and so far as of the date of these financial statements most companies are seeing an improvement to key energy and supply inputs versus their cash flow assumptions.
Management has considered the unique circumstances and the risk exposures of the Group and has concluded that, other than the disruption to supply lines, there is no significant impact in the Group's profitability and financial position. The disruption to the supply lines aside, the event is not expected to have an immediate material impact on the business operations. Management will continue to monitor the situation closely and will assess the need for corrective actions in case the crisis becomes prolonged.
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Events after the reporting date |
On 21 February 2022, Russia recognised the Donetsk and Luhansk regions of the Ukraine as independent states and commenced military actions in the Ukraine on 24 February 2022. These actions resulted in international condemnation and the immediate imposition of extensive, far reaching and unprecedented sanctions by the US, the EU, the UK, Canada, Japan and others against Russia and Belarus, State officials, State Controlled enterprises, large enterprises and other individuals considered to have ties to or otherwise supporting the Russian President and his government. These sanctions, include asset freezes, the restriction of access to international financial markets, banning Russian banks from SWIFT, banning the supply of dual-use technology and trade embargoes. Additionally, a large number of multinational businesses have announced their withdrawal from the Russian market. These actions have dramatically weakened the Russian rouble and Russian securities and the Russian economy as a whole. In exchange Russia has also issued retaliatory sanctions. These measures could escalate further since the war continued into 2023 and still continuing in 2024 and and is currently ongoing as at the date of approving these financial statements. The effect of the conflict on the global economy and overall business activities cannot be estimated with reasonable certainty at this stage but should be expected to be significant, particularly as Russia is the leading supplier of energy to Europe and a leading supplier of commodities to the food, construction and manufacturing industries.
These events are considered as other non-adjusting events and are therefore not reflected in the recognition and measurement of the assets and liabilities in the financial statements as at 31 December 2023.
There has been material recovery of debtors post balance sheet date amounting to US$ 4.5Million as at the date of signing the financial statements which has helped management to manage the cash flows during the year. Management is in the process of reassessing their trading and relevant cash flows using revised assumptions and incorporating downside scenarios in assessing actual and potential financing needs and will continue to monitor the situation closely.
Related party transactions |
There were no related party transactions in the current year. During the last year 2022 the LLP sold goods to its controlling member, Omega Agri Resources Limited, under normal commercial terms. These amounted to US$415,771(2022) .
Omnicom Trading LLP
Notes to the Financial Statements for the Year Ended 31 December 2023
Control |
The Limited Liability Partnership is owned by Omega Agri Resources Ltd (99.9%) and MGC Holding Ltd (0.1%). Omega Agri Resources Ltd is beneficially owned by a number of individual shareholders, without any individual having a controlling interest.
Commitments and contingencies |
As at 31 December 2023, fixed and floating charges existed on the Partnership's assets, stock in trade, sums of money and receivables in favour of banks under Trade Finance Security Agreements.
As at 31 December 2023, the Partnership had contingent liabilities in respect of bank guarantees arising in the ordinary course of business from which the Partners do not anticipate that a material liability will arise.
The management is not aware of any further actual, pending or threatened claims against the Partnership.