Annual Financial Report
at 31 December 2025
Prepared in compliance with International Financial Reporting Standards approved by the
European Union
B&C Speakers S.p.A.
Via Poggiomoro, 1 Località Vallina
50012 Bagno a Ripoli (Florence)
Italy
mail@bcspeakers.com
ContentsNOTICE CONVENING THE ORDINARY SHAREHOLDERS' MEETING 5
THE B&C SPEAKERS GROUP - Corporate bodies 8
Proposal to approve the financial statements and allocation of profit for the period 8
Introduction to the separate and consolidated financial statements at 31 December 2025 8
Consolidated report on operations and Parent Company data 10
Consolidated report on operations for the financial year ended 31 December 2025 11
Main data of the Parent Company 25
Consolidated financial statements and explanatory notes to the consolidated financial 31
Consolidated financial statements of the B&C Speakers Group at 31 December 2025 32
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025 32
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT FOR FY 2025 34
STATEMENT OF CHANGES IN EQUITY OF THE B&C SPEAKERS GROUP AT 31 DECEMBER
2025,PREPARED IN COMPLIANCE WITH THE IFRS ADOPTED BY THE EUROPEAN UNION 37
................................................................................................................................................
Explanatory notes to the consolidated financial statements at 31 December 2025 38
Accounting policies 38
Analysis of the breakdown of the main items of the consolidated statement of financial position at 31 December 2025 53
Property, plant and equipment 53
Rights of use 54
Goodwill 55
Other intangible assets 59
Equity investments in associates 59
Deferred tax assets 59
Other non-current assets 60
Inventories 60
Trade receivables 61
Current tax assets 62
Other current assets 62
Cash and cash equivalents 62
Shareholders' equity and its components 63
Long-term borrowings 65
Financial liabilities for rights of use (current and non-current portions) 67
Provisions for personnel and similar 67
Provisions for risks and charges 69
Short-term borrowings and net financial position 69
Trade payables 70
Current tax liabilities 71
Other current liabilities 71
Commitments, guarantees and pending disputes 71
Analysis of the breakdown of the main items of the consolidated income statement for 71
Revenue 71
Cost of sales 72
25. Other revenue | 73 | |
26. Indirect Personnel | 73 | |
27. Commercial expenses | 73 | |
28. Administrative and general expenses | 74 | |
29. Amortisation, depreciation and writebacks on trade and other receivables | 74 | |
30. Financial income and expenses | 75 | |
31. Taxes | 75 | |
32. Transactions deriving from non-recurring operations | 76 | |
33. Transactions deriving from atypical and/or unusual operations | 76 | |
34. Information on financial risks | 76 | |
35. Hierarchical levels of the fair value measurement | 78 | |
36. Management and control | 79 | |
37. Transactions with related parties, parent companies and subsidiaries of the latter ............................................................................................................................................. | 79 | |
38. Disclosure regarding public subsidies, contributions and other economic advantages received (pursuant to Italian Law 124/2017, Article 1.125) | 81 | |
39. Events subsequent to the closure of FY 2025 | 81 | |
40. Publication authorisation | 81 | |
8 | Further information | 81 |
8.1 Report of equity investments as required by CONSOB (Communication no. DEM/6064293 of 28 July 2006) | 82 | |
8.2 Fees paid to Directors, Statutory Auditors, General Managers and Executives with strategic responsibilities (thousands of euro) (Art 78, CONSOB reg. no. 11971/99) | 82 | |
8.3 Information in accordance with Art.149-duodecies of the CONSOB Issuers' Regulations | 83 | |
9 | Certification of the consolidated financial statements pursuant to Art.154-bis of Italian | 84 |
10 | Report of the Independent Auditors to the Consolidated Financial Statements of the B&C Speakers Group at 31 December 2025 | 85 |
Financial statements and explanatory notes of the Parent Company 92
Financial statements of the Parent Company B&C Speakers S.p.A. at 31 December 2025 93
STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025 99
COMPREHENSIVE INCOME STATEMENT FOR FY 2025 95
STATEMENT OF CASH FLOW FOR FY 2025 96
STATEMENT OF CHANGES IN EQUITY OF THE PARENT COMPANY B&C SPEAKERS S.p.A.
. 98
Explanatory notes to the financial statements at 31 December 2025 99
Accounting policies 99
Analysis of the breakdown of the main items of the Parent Company statement of
financial position at 31 December 2025 111
Property, plant and equipment 111
Rights of use 112
Other intangible assets 113
Equity investments in subsidiaries 113
Equity investments in associates 117
Deferred tax assets 117
Other non-current assets 117
Inventories 118
Trade receivables 119
Current tax assets 119
Other current assets 120
Cash and cash equivalents 120
Shareholders' equity and its components 121
Long-term borrowings 123
Financial liabilities for rights of use (current and non-current portions) 125
Provisions for personnel and similar 125
Provisions for risks and charges 126
Short-term borrowings and net financial position 127
Trade payables 128
Current tax liabilities 128
Other current liabilities 128
Commitments and guarantees 129
Analysis of the breakdown of the main items of the Parent Company's income
statement for FY 2025 129
23. Revenue | 129 | |
24. Cost of sales | 130 | |
25. Other revenue | 131 | |
26. Indirect Personnel | 131 | |
27. Commercial expenses | 131 | |
28. Administrative and general expenses | 131 | |
29. Amortisation, depreciation and writebacks on trade and other receivables | 132 | |
30. Financial income and expenses | 132 | |
31. Taxes | 133 | |
32. Transactions deriving from non-recurring operations | 134 | |
33. Transactions deriving from atypical and/or unusual operations | 134 | |
34. Information on financial risks | 134 | |
35. Hierarchical levels of the fair value measurement | 136 | |
36. Management and control | 136 | |
37. Transactions with related parties, parent companies and subsidiaries of the latter ............................................................................................................................................. | 137 | |
38. Events subsequent to the closure of FY 2025 | 140 | |
39. Disclosure regarding public subsidies, contributions and other economic advantages received (pursuant to Italian Law 124/2017, Article 1.125) | 140 | |
38. Publication authorisation | 140 | |
39. | Proposal to approve the financial statements and allocation of profit for the period | 140 |
13 | Certification of the financial statements pursuant to Art.154-bis of Italian Legislative | 141 |
14 | Report of the Independent Auditors to the Separate Financial Statements of B&C Speakers S.p.A. at 31 December 2025 | 142 |
15 | Report by the Board of Statutory Auditors | 149 |
NOTICE CONVENING THE ORDINARY SHAREHOLDERS' MEETING
Shareholders are called to the Ordinary Shareholders' Meeting on 29 April 2026 at the company's registered office in Bagno a Ripoli (FI), Italy, at Via Poggiomoro 1, Località Vallina at 11:00, in a single call, to discuss and decide on the following
agenda:
Approval of the annual financial statements at 31 December 2025 and presentation of the consolidated financial statements at 31 December 2025. Related and consequent resolutions.
Group remuneration and incentive policies for 2025: resolutions on Section I (Remuneration Policy) of the Report on Remuneration and Fees pursuant to article 123-ter of the TUF and resolutions on Section II (Fees paid to members of the administrative and control bodies, general managers and key personnel) of the Report on Remuneration and Fees pursuant to article 123-ter of the TUF.
Authorization for the purchase and disposal of treasury shares. Related and consequent resolutions.
Comments and Voting by proxy through the Designated Representative of B&C Speakers S.p.A.
B&C Speakers S.p.A. - in compliance with the provisions of article 106 of Decree Law 18/2020, converted by Law no. 27/2020, as amended (hereafter, the "Decree") - has decided to make use of the right to establish that Shareholders may speak in the Shareholders' Meeting solely through the Designated Representative, pursuant to article 135-undecies of Legislative Decree 58 of 24 February 1998 ("TUF"), without the physical participation of the same.
The methods for holding the Shareholders' Meeting may be supplemented, amended and communicated with suitable advance notice, with the same methods established for publication of the notice.
The Designated Representative may also be granted proxies and/or sub-proxies pursuant to article 135-novies of the TUF, in derogation of article 135-undecies, paragraph 4 of the same decree, to allow for the widest use of this remote voting instrument for all shareholders.
Right to intervene and vote in the Shareholders' Meeting
The right to intervene and vote in the Shareholders' Meeting, solely via the Designated Representative, vests with the parties with voting rights, identified as such on the basis of the notification made to the Company by a party qualifying as an "intermediary" in terms of applicable regulations, and issued by the latter in accordance with the evidence available at the end of the business day of 16 April 2025 (the record date), i.e. the seventh business day prior to the date set for the shareholders' meeting in a single call, pursuant to the provisions under Art. 83-sexies of the TUF.
Credits and debits recognised in the accounts after the record date do not entitle the party to voting rights in the Shareholders' Meeting; consequently, parties only registered as shareholder after that date shall not be entitled to attend and vote at the meeting, and may not therefore issue a proxy to the Designated Representative.
The intermediary's notifications must reach the Company by 24 April 2026, i.e. by the end of the third business day prior to the date set for the Shareholders' Meeting in a single call.
Participation and voting rights in the Shareholders' Meeting, still solely via the Designated Representative, are valid if the notifications reach the Company after the aforementioned deadline, provided that this is prior to the Shareholders' Meeting itself.
Voting by post or electronic means
Voting by post or electronic means is not accepted.
Issuer's Designated Representative
Pursuant to Art. 106,.4 of Italian Decree Law no. 18 of 17 March 2020, participation in the Shareholders' Meeting is only permitted by conferring a proxy to the Designated Representative identified by the Company, in terms of Art. 135-undecies of the TUF.
For the Shareholders' Meeting pursuant to this Call Notice, the Company has designated, in line with article 135-undecies of Legislative Decree no. 58 of 24 February 1998, as amended (the "TUF"), Giacomo Mazzini as the person ("Designated Representative") to whom shareholders can confer a proxy and voting instructions free of charge, by signing the form available on the Company's website https://www.bcspeakers.com (Investor Center section/Corporate Governance/Shareholders' Meetings Archive) and sending this to the Designated Representative via registered mail to the Company's operational offices at Via della Loggetta 13, 50135 Florence (FI), or via email to the certified email address giacomo.mazzini@legalmail.it.
The proxy for the Designated Representative must contain the voting instructions for the proposal on the agenda, and any proposals to supplement the same, formulated by Shareholders pursuant to Art. 126-bis of TUF, and are effective only with regard to the proposals where voting instructions were issued.
The proxy must be conferred by the end of the second business day prior to the date set for the Shareholders' Meeting (i.e. 27 April 2026).
The proxy and voting instructions may be revoked using the same procedures up until the same deadline. The proxy is not effective with regard to proposals without any voting instructions conferred. The Designated Representative may only be conferred proxies in compliance with the provisions under Art. 135-undecies of the TUF.
As permitted by Italian Decree-Law no. 18 of 17 March 2020, in derogation of Art. 135-undecies, section 4 of Italian Legislative Decree no. 58/1998, whoever does not intend availing itself of the intervention procedures pursuant to Art. 135-undecies of Italian Legislative Decree no. 58/1998, may as an alternative, intervene only be conferring a proxy or sub-proxy to the Designated Representative in terms of Art. 135-novies of Italian Legislative Decree no. 58/1998, with voting instructions on all or certain proposals on the agenda, using the ordinary proxy/sub-proxy form available on the Company's website www.bcspeakers.com (Investor Center section/Corporate Governance/ Shareholders' Meetings Archive). The instructions on the proxy form must be followed for the conferral and sending of the proxies/sub-proxies, including electronically. The proxy must be received by 13:00 on the day prior to the Shareholders' Meeting.
The proxy and voting instructions may be revoked using the same procedures up until this time.
The conferral of proxies in terms of Art. 135-novies and 135-undecies of TUF does not involve any costs for the Shareholder, besides the transmission or mailing expenses.
Right to ask questions
All those entitled to attend the Shareholders' Meeting may ask questions about the agenda prior to the meeting by sending a specific letter in this regard, by registered letter to the Company's registered office, or by e-mailing fspapperi@bcspeakers.com. Questions received prior to the shareholders' meeting are answered at latest during said meeting. The Company has the right to provide a single answer to multiple questions on the same subject. Questions must be accompanied by a certificate issued by the intermediaries to ascertain shareholder status, or be included in the same communication required to attend the shareholders' meeting.
Questions must be received by 6:00 pm on 24 April 2026. Answers will be provided to questions relevant to the subjects on the agenda by 26 April 2025, published in a specific section on the Company's website (at https://bcspeakers.com/en/investor-center/corporate-governance/archivio-assemblee-dei-soci).
The Company may provide a single answer to multiple questions on the same subject. Questions which do not respect the methods, deadlines and conditions indicated above will not be answered.
Additions to the agenda
Pursuant to article 126-bis of the TUF, shareholders who, also jointly, represent at least one-fortieth of the share capital may request, within ten days of publication of this notice, for additions to the list of subjects to be dealt with, indicating the additional topics in their application. The application must be submitted in writing to the registered office or sent by registered post, on condition that it reaches the company within the period referred to above, together with documentation proving the shareholding held, issued by Intermediaries maintaining the accounts in which shares are registered, as well as a report providing the reasoning supporting the proposed resolution on the new topics, or the reasoning supporting additional resolution proposals presented on topics already on the agenda.
Pursuant to law, matters proposed by Directors, or on the basis of documents prepared by the same are not admitted to the agenda for the subjects on which the Shareholder's meeting resolves. The amended agenda will be published with the same method used for this notice.
Presentation of individual proposed resolutions on items on the agenda
Given that participation in the Shareholders' Meeting and exercising of voting rights can occur solely through the Designated Representative, in order to allow interested parties to exercise the right under article 126-bis, paragraph 1, third sentence of the TUF, those with voting rights can send individual proposed resolutions on items on the agenda for the Shareholders' Meeting, sending them to the Company by 17 April 2025, at the following certified email address pec@pec.bcspeakers.com; these proposals must be clear and complete, accompanied by information that allows the entity presenting them to be identified including, when possible, a telephone number.
Eligibility to submit proposals must be certified by the communication made by an intermediary authorised under current regulations, issued pursuant to article 83-sexies of the TUF with the methods specified in the paragraph, "Right to intervene and vote in the Shareholders' Meeting".
For the purposes of the preceding, the Company reserves the right to verify the pertinence of that proposed with respect to the items on the agenda, the completeness of the same and compliance with applicable regulations, as well as the eligibility of the proposing entity.
Proposed resolutions received in line with the above (and any accompanying illustrative reports) will be published on the Company's website at www.b&cspeakers.com (Investor Center section) by 27 April 2026, to allow those eligible to vote to express their opinions in a knowledgeable manner, also taking the new proposals into account, and for the Designated Representative to receive any voting instructions on the same.
Information on share capital
No. shares in share capital | No. voting rights | |
Total of which: | 11,000,000 | 16,800,529 |
- Ordinary shares | 5,199,471 | 5,199,471 |
- Ordinary shares with increased voting | 5,800,529 | 11,601,058 |
Documentation
All documentation relating to the items on the agenda will be filed with the registered office and Borsa Italiana S.p.A., and shall be made available on the website https://www.bcspeakers.com within the terms permitted by current legislation. Shareholders have the right to a copy.
All information referring to the Shareholders' Meeting and any other information required by law is included in the call notice published on the Company website www.bcspeakers.com. under the section "Investor Center", to which reference is made. It is also published on eMarket STORAGE, available at www.emarketstorage.com, together with the documentation relating to the Shareholders' Meeting, made available in terms and based on the procedures required by current legislation.
Share capital subscribed and paid-up is € 1,100 thousand divided into 5,199,471 ordinary shares with no nominal value, each of which giving the right to one vote, and into 5,800,529, each of which giving the right to two votes. Therefore, the total number of voting rights is 16,800,529. On the date of this notice, the Company holds 83,145 ordinary shares, in which respect applicable legislation suspends the right to vote. Any changes in treasury shares will be communicated at the start of the shareholders' meeting.
Further information is available on these rights and the foregoing from the Company's website https://www.bcspeakers.com.
THE B&C SPEAKERS GROUP - Corporate bodies Board of Directors
Chairperson: Roberta Pecci
Chief Executive Officer: Lorenzo Coppini
Director: Alessandro Pancani
Director: Francesco Spapperi
Independent Director: Marta Bavasso
Independent Director: Valerie Sun
Independent Director: Raffaele Cappiello
Board of Statutory Auditors
Chairperson: Riccardo Foglia Taverna
Statutory Auditor: Sara Nuzzaci
Statutory Auditor: Giovanni Mongelli
Alternate Auditor: Irene Mongelli
Alternate Auditor: Diana Rizzo
Independent auditing firm
Deloitte & Touche S.p.A.
Proposal to approve the financial statements and allocation of profit for the period
The Company's Board of Directors, which met on 19 March 2026, proposed allocating the profit for the year as in the financial statements at 31 December 2025 as follows:
distribution of a dividend of € 0.7 per ordinary share outstanding at the ex-dividend date, therefore excluding the treasury shares held at that date;
the remainder to "retained earnings".
Introduction to the separate and consolidated financial statements at 31 December 2025
The separate and consolidated financial statements for B&C Speakers S.p.A. as at 31 December 2025 were prepared in compliance with applicable International Accounting and Financial Reporting standards ("IAS/IFRS"), in effect at 31 December 2025, issued by the International Accounting Standards Board ("IASB") and approved by the European Union. The term "IFRS" is also used to refer to all revised International Accounting Standards ("IAS") and all interpretations provided by the International Financial Reporting Interpretations Committee ("IFRIC"), previously named the Standing Interpretations Committee ("SIC").
Moreover, in accordance with the measures taken to implement Art. 9 of Italian Legislative Decree no. 38/2005, the Board also considered the guidelines set by CONSOB Resolution no. 15519 of 27 July 2006, establishing "Drafting principles for financial statements", CONSOB Resolution no. 15520 of 27 July 2006 establishing the "Amendments and supplements to the Issuers' Regulation adopted under Resolution no. 11971/99", CONSOB Communication no. 6064293 of 28 July 2006 on "Required corporate disclosure pursuant to Art. 114.5, Italian Legislative Decree no. 58/98" and Communication DEM/7042270 of 10 May 2007.
The purpose of these financial statements is to present the financial position and results of
operations of B&C Speakers S.p.A. and the B&C Speakers Group as at and for the year ended 31 December 2025, in accordance with the International Accounting and Financial Reporting
Standards ("IAS/IFRS") issued by the International Accounting Standards Board and endorsed by the European Union.
In FY 2025, the Parent Company continued its treasury share buy-back programme in accordance with that established by resolution of the shareholders' meeting on 29 April 2025. At 31 December 2025, it held 60,397 treasury shares, equal to 0.55% of the share capital. The shares have been valued in accordance with the relevant accounting principles. The weighted average purchase price of shares in the portfolio is € 16.57.
As of the date the Board of Directors approved this Annual Financial Report (19 March 2026), the number of treasury shares held came to 83,145, equal to 0.76% of share capital.
The financial data set out and commented below was prepared on the basis of the Consolidated Financial Statements of the Group at 31 December 2025 to which reference is made, since, pursuant to what is allowed by current legislation, it was considered more appropriate to prepare a single report on operations and therefore provide a detailed analysis of what are considered to be the more significant economic-financial trends of the Group.
Consolidated report on operations and Parent Company data At 31 December 2025Consolidated report on operations for the financial year ended 31 December 2025
The B&C Speakers Group is a key international entity in the production and marketing of "top quality professional loudspeakers". The Group's business, which operates both nationally and internationally, is dedicated exclusively to this sector. Products are manufactured and assembled at the Italian sites of the Parent Company and of the subsidiary Eighteen Sound S.r.l., and at the production plants of the foreign subsidiaries Eminence Speaker LLC (based in Eminence, Kentucky, USA) and B&C Speakers (Dongguan) Electronic Co. Ltd. (based in Dongguan, China). For the sake of completeness, note that these latter companies became part of the Group at the end of 2023 and from 2024 contributed to the results for the entire financial year.
Production and distribution of Ciare branded products takes place through Eighteen Sound S.r.l.
Distribution in the North American market is handled through the American subsidiary B&C Speakers NA LLC, which also offers support services for sales to local customers. In the second half, the process of transferring the operating and logistics assets of B&C Speakers NA LLC was completed, with the transfer from the previous location in New Jersey to the owned offices of the subsidiary Eminence Speakers LLC in Kentucky. This will make it possible to better take advantage of the assets of the Kentucky subsidiary, while simultaneously achieving significant logistics and operating synergies.
Distribution on the Brazilian market is done through the subsidiary B&C Speakers Brasil Ltda, while starting in 2024, distribution on the Chinese market is also done through the local subsidiary B&C Speakers (Dongguan) Electronic Co. Ltd.
Group profit for 2025 came to € 9,599 thousand, after taxes of € 4,453 thousand and amortisation/depreciation of € 2,914 thousand.
Group profit for 2024 came to € 18,151 thousand, after taxes of € 1,369 thousand and amortisation/depreciation of € 2,704 thousand.
Highlights
The tables below list the consolidated economic, capital and financial highlights for FY 2025 compared with the same items in the previous year:
Economic highlights
FY
FY
(in € thousands)
2025
2024
Revenue
99,107
100,369
EBITDA
19177
21778
EBIT
16247
19047
Total net profit (loss)
9599
18151
Equity highlights
31 December
31 December
(in € thousands)
2025
2024
Non-current assets
15,776
16,400
Non-current liabilities
14,121
10,281
Current assets
75,562
70,864
Current liabilities
22,809
21,788
Net working capital
52,753
49,077
Equity
54,407
55,195
Financial highlights
FY
FY
(in € thousands)
2025
2024
Cash flow from operations
13,015
12,968
Cash flow from investments
(2,134)
(2,418)
Cash flow from financial operations
(6,099)
(15,737)
Total cash flow for the period
4,782
(5,186)
Net financial position
31 December
31 December
(in € thousands)
2025
2024
Current net financial position
12,949
8,453
Total net financial position
(217)
(924)
As regards the definition of alternative performance indicators, please refer to the information below in this document.
Share performance
The B&C Speakers S.p.A. shares are listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A.
At 31 December 2025 the listed price for shares in B&C Speakers S.p.A. (BEC) shares stood at € 15.20 and consequently market capitalisation amounted to about € 167.2 million.
Below is the share performance of B&C Speakers S.p.A. during the last 12 months.
Macroeconomic Situation
In the final months of 2025 and the initial ones of 2026, the macroeconomic situation is extremely uncertain, due to both already existing risks and the appearance of additional geopolitical tensions which have contributed to creating a generalised climate of uncertainty on the markets.
The most recent Organisation for Economic Cooperation and Development (OECD) figures for 2026 suggest a scenario of "fragile resilience". Global growth is expected to slow slightly with respect to 2025, influenced by the introduction of higher tariffs and persistent political uncertainty.
European Central Bank (ECB) forecasts indicate interests rates that will be stable or fall in 2026, with inflation in the Eurozone of around 1.9%, just under the target of 2%.
The OECD's Economic Outlook forecast that global GDP will go from 3.2% in 2025 to 2.9% in 2026. The OECD has also revised its estimates for Italy downwards, predicting GDP growth of 0.6%, compared to the 0.7% indicated in previous estimates.
The main threats that these international entities have identified for the coming year consist of trade barriers (the increase in duties which may weigh down investments and global trade), fiscal sustainability with reference to high debt levels in many countries and existing and potential geopolitical tensions.
In a context of genuine military escalation (the US-Israel strikes on 28 February 2026 followed by Iran's reaction), macroeconomic effects in 2026 could be serious and immediate, affecting energy costs and global supply chains above all.
The main risk involves the blockade of the Strait of Hormuz, through which around 21% of global oil passes (over 20 million barrels/day) and 25% of maritime LNG traffic. The Brent has risen sharply to over $ 100-110/barrel and a halt in exports of natural gas (LNG) from Qatar would lead to a loss in supply that would be impossible replace in the short-term, with repercussions for Asian and European markets.
Additionally, the shock to energy prices would risk inverting the downward trend in inflation. The ECB has already communicated its worries about a possible increase in prices, which could push inflation in the Eurozone above the 2% target set for 2026. Finally, an increase in inflation could force the central banks to keep interest rates high for longer, slowing the economic recovery.
Industry scenario
The global market for professional speakers will continue to grow at a constant pace through 2029, but the form of this growth is changing with respect to the past. Demand is expected to develop simultaneously in three directions: the growing preference for live events and locations, modernisation of installations in commercial and recreational areas and a slow but significant improvement in cinema audio, driven by immersive formats and premium large formats (PLF). To this can be added that supply chains, prices and competitive trends are being changed by tariffs, multi-hub protection strategies and a new wave of ecosystems driven by mergers and acquisitions.
Forecasts for the sector suggest the market will expand from USD 3.1 billion in 2024 to USD 4 billion by 2029, with a solid CAGR of 4.2%. The tourism and rental sector continues to be that with the fastest growth, but installations for free time and commercial together represent the largest portion of turnover and global volumes. At the regional level, the APAC area is the main growth driver, while the America and EMEA are increasingly supported by modernisation, mega-projects and luxury remodelling, rather than a pure expansion in event locations.
A strong push towards sustainability and energy efficiency has also arisen, which is already creating new challenges for those in the sector. In fact, many are focussing on developing and implementing sustainability plans able to link technical and performance requirements with the ESG requests which are increasingly present in our sector, among others.
Economic performance
Economic performance 2025 led the year to end with results down with respect to 2024.
To better represent the trends in economic management relative to 2025, the table below shows the Company's main economic aggregates compared to the equivalent figures in the same period the previous year:
Analysis of Group economic performance
(in € thousands) 2025 % of
revenue
2024 % of
revenue
Revenue
99,107
100.0 %
100,369
100.0 %
Cost of sales
(62,994)
-63.6 %
(63,295)
-63.1 %
Gross profit
36,112
36.4 %
37,074
36.9 %
Other revenues and income
309
0.3 %
313
0.3 %
Indirect Personnel
(6,763)
-6.8 %
(6,480)
-6.5 %
Commercial expenses
(1,523)
-1.5 %
(1,257)
-1.3 %
Administrative costs and overheads
(8,959)
-9.0 %
(7,871)
-7.8 %
EBITDA
19,177
19.3 %
21,778
21.7 %
Depreciation and amortisation
(2,914)
-2.9 %
(2,704)
-2.7 %
Provisioning
(16)
- %
(27)
- %
Earnings before taxes and financial expense/income (EBIT)
16,247
16.4 %
19,047
19.0 %
Writedown of investments
-
- %
-
- %
Financial charges
(3,022)
-3.0 %
(1,461)
-1.5 %
Financial income
1,358
1.4 %
1,580
1.6 %
Earnings before taxes (EBT)
14,584
14.7 %
19,166
19.1 %
Income tax
(4,453)
-4.5 %
(1,369)
-1.4 %
Net profit for the Group and minority interests
10,131
10.2 %
17,797
17.7 %
Net profit for minority interests
-
- %
-
- %
Net profit for the Group
10,131
10.2 %
17,797
17.7 %
Other income statement components
(531)
-0.5 %
354
0.4 %
Comprehensive period result
9,599
9.7 %
18,151
18.1 %
Note:
These financial statements present and comment on certain financial figures and certain reclassified schedules not defined within the IFRS.
These amounts are defined below in compliance with the provisions in CONSOB Communication (DEM 6064293) of 28 July 2006, as subsequently amended (CONSOB Communication 0092543 of 3 December 2015, implementing the ESMA/2015/1415 guidelines).
The alternative performance indexes listed below should be used as additional information with respect to that foreseen in the IFRS, to assist the users of the financial report to better comprehend the Company's economic, capital and financial performance. The alternative performance indicators are measures used by the issuer to monitor and assess the Group's performance; they are not defined as accounting measures, neither by the Italian Accounting Standards nor by the IAS/IFRS. Therefore, the measurement criteria applied by the Group may not be consistent with that adopted by other operators and/or groups and may, therefore, not be comparable. We emphasise that the adjustment methods used by the Company to calculate these figures have remained constant over the years.
EBITDA (Earnings Before Interest Taxes Depreciation and Amortisation) is defined by the Issuer's Directors as the "before tax and financial income and expenses", as resulting from the consolidated income statement gross of amortisation of intangible assets, depreciation of property, plant and equipment, provisions and write-downs as resulting from the aforesaid consolidated income statement. EBITDA is a measure that the Issuer uses to monitor and assess the Group's operating performance.
EBIT (earnings before interest and taxes) represents the consolidated profit/loss before taxes, financial expenses, and income as shown in the income statement tables prepared by the Directors in drawing up the financial statements in accordance with the IASs/IFRSs.
EBT (earnings before taxes) represents the consolidated profit/loss before taxes as shown in the income statement tables prepared by the Directors in drawing up the consolidated financial statements in accordance with the IASs/IFRSs.
Revenue
Consolidated revenue reached € 99.1 million, down slightly with respect to the € 100.4 million in 2024 (-1.3%). This change is mainly due to the effect of exchange rates, which penalised sales in US dollars. In fact, with exchange rates held constant, turnover in 2025 would have been € 100.3 million, substantially in line with the previous year.
During 2025, new orders received reached € 105 million, substantially in line with the figure in 2024, when it reached € 107 million.
Below is a breakdown of revenues by geographical area for 2025 (amounts in euro):
Geographic Area FY 2025 % FY 2024 % Change % Change
Latin America
7,516,078
8 %
8,158,911
8 %
(642,833)
-8 %
Europe
47,203,791
48 %
48,425,584
48 %
(1,221,793)
-3 %
Italy
5,610,938
6 %
6,368,235
6 %
(757,297)
-12 %
North America
20,886,919
21 %
20,753,771
21 %
133,148
1 %
Middle East and Africa
670,206
1 %
782,069
1 %
(111,863)
-14 %
Asia and Pacific
17,218,670
16 %
15,880,300
16 %
1,338,370
8 %
Total revenue
99,106,602
100 %
100,368,870
100 %
(1,262,268)
-1 %
During the year, the trend for revenues suffered mainly from two distinct geographical dynamics.
In Europe, certain strategic clients - particularly exposed to exports with respect to the North American market - adopted a prudential approach to order planning, postponing the launch of certain major projects while awaiting greater clarity with regards to the trend in international demand and the macroeconomic context.
In Asia, sales performance showed signs of improvement. In fact, the Chinese subsidiary was the main driver behind the Group's growth, thanks to the gradual consolidation of the proprietary distribution platform and
the initial positive responses to the launch of new product lines intended for the Asian market, which contributed to expanding the Group's presence in the area.
Cost of sales
This category includes raw materials (purchasing, processing by third parties and changes in inventories), the cost of personnel directly involved in the production process, transport costs and the costs for commissions payable, customs duties and other direct costs of lesser importance.
As a whole, the impact of the cost of sales on revenues was slightly higher than in the previous year, mainly reflecting lower operating leverage during the period. Nonetheless, analysis of the individual components shows efficient management of procurement activities, with the impact of component costs on sales down by --1.3% compared to 2024, confirming the effectiveness of the Group's sourcing policies and the optimisation of its supply chain. However, the overall trend for the cost of sales suffered from the production capacity level set up to support customer forecasts, which did not achieve full saturation during the year as certain clients postponed projects, in an international context characterised by persistent geopolitical uncertainties. This trend created a temporary dilution of operating leverage, with an impact on the operating margin for the year.
Indirect Personnel
This category refers to costs for office staff, executives and workers not associated with the production process.
Indirect personnel costs rose slightly in absolute terms due to the entry of new resources during the year, mainly in Research & Development.
Nonetheless, the impact on revenues remained substantially unchanged with respect to the previous year.
Commercial expenses
This category refers to costs for commercial consultancy, advertising and marketing, travel and subsistence and other minor charges relating to the commercial sector.
In relative terms, commercial expenses rose by 21% with respect to 2024, mainly as a consequence of the launch of promotional activities aimed at supporting the launch and presentation to the international market of the Group's new product lines.
Administrative costs and overheads
Administrative costs and overheads rose significantly in 2025, by € 1,088 thousand with respect to the figure in 2024. This increase is mainly due to the Group's decision to take action, including legal action, to protect its know-how and brand, with respect to unauthorised use. These activities had an economic impact of around € 650 thousand and can be considered non-recurring.
The remaining increase in these costs is due to one-time projects carried out to set up infrastructure needed to develop online sales for the new product ranges currently nearing completion.
EBITDA and EBITDA Margin
Due to the dynamics outlined above, EBITDA in 2025 came to € 19.2 million, down from the € 21.8 million in 2024.
The EBITDA margin also fell from 21.7% in 2024 to 19.3% in 2025.
Depreciation and amortisation
Depreciation of property, plant and equipment and amortisation of rights of use rose with respect to 2024 (€ 2.7 million), amounting to € 2.9 million. This increase is mainly associated with the effect of investments made in foreign subsidiaries.
EBIT and EBIT margin
EBIT for 2025 amounted to € 16.2 million, down by 14.7% with respect to 2024 (when the figure was € 19 million). The EBIT margin was at 16.4% of revenue (19% in 2024).
Group Net Profit
The Group's net profit in 2025 amounted to € 10.1 million and represents 10.2% of consolidated revenue with a total decrease of 43.1% with respect to 2024. This decrease is due, in addition to the already noted economic performance, to the elimination of the positive effect generated by tax benefits received following the renewal of the Revenue Agency's ruling on the Patent Box, which had a € 4,207 thousand positive effect on the income statement in 2024.
Equity and financial trend
Below is the reclassified statement of financial position according to the allocation of sources and uses:
Reclassified Consolidated Balance Sheet
31-Dec
31-Dec
(in € thousands)
2025
2024
Change
Fixed Assets
11,619
12,409
(790)
Inventory
29,349
29,953
(604)
Trade receivables
20,402
20,128
274
Sundry Receivables
5,465
5,237
228
Trade Payables
(10,473)
(9,982)
(491)
Sundry Payables
(3,768)
(3,662)
(106)
Net Working Capital
40,975
41,674
(699)
Provisions
(955)
(904)
(51)
Net Invested Operating Capital
51,639
53,179
(1,540)
Cash and cash equivalents
13,968
9,314
4,654
Equity investments in associates
-
-
-
Goodwill
2,318
2,318
-
Short-term securities
7,549
7,283
-
Other Financial Receivables
667
622
45
Business
24,503
19,537
4,966
Net Invested non-Operating Capital
24,503
19,537
4,966
CAPITAL INVESTED
76,141
72,716
3,425
Equity
54,407
55,195
(788)
Short-Term Borrowings
8,568
8,144
424
Medium/Long-term Borrowings
13,166
9,377
3,789
RAISED CAPITAL
76,141
72,716
3,425
Note:
Fixed assets: these are defined by the Issuer's Directors as the value of multi-annual assets (tangible and intangible). Net Operating Working Capital is defined by the Issuer's Directors as the value of inventories, trade receivables, and other receivables net of debts
for supplies and other payables. Provisions: the value of bonds linked to employees' and Directors' severance indemnity, as well as the value for provisions for risks. Invested net working capital is the value of financial assets and other financial receivables as described above. Raised capital is the value of the net equity of the Group and the total indebtedness of the Group.
Below are comments on the changes to assets and liabilities classified according to administrative allocation.
Net Operating Invested Capital shows a decrease of € 1.5 million compared to 31 December 2024. This increase was mainly due to the combined effect of the following factors:
a decrease in fixed assets amounting to approximately € 0.7 million due to the combined effects of investments and amortisation/depreciation for the period;
a decrease in inventories of around € 0.6 million;
an increase in trade and other receivables of € 0.5 million;
an increase in trade and other payables of around € 0.6 million;
The net effect on operating working capital was a decrease of € 0.7 million, due to lower turnover during the fourth quarter.
Net Invested Non-Operating Capital increased with respect to 31 December 2024, by approximately € 4.9 million. This increase is almost entirely attributable to the increase in the Group's cash and cash equivalents, thanks to excellent cash generation from operating activities during the period (equal to € 13 million).
The other asset categories showed no significant changes compared to 31 December 2024.
Note that the performance of the Group's securities portfolio market value showed profit adjusted to fair value of € 0.5 million at 31 December 2025.
Financial debt
Short-term borrowings increased by € 0.4 million due to the obtaining of two new medium/long-term loans during the year, for a total of € 10 million.
Medium/long-term borrowings also rose by € 3.8 million due to the combined effect of a decrease in bank financial liabilities due to the reclassification of the current portion of debt to short-term and the above referenced obtaining of two new medium/long-term loans.
The Net Financial Position comes to € 0.2 million, an improvement with respect to the € 0.9 million at 31 December 2024, confirming the Group's financial solidity.
This result was supported by an excellent ability to generate operating cash flow, which in 2025 reached € 13 million, up when compared to the € 12.9 million seen in 2024. This performance reflects effective management of working capital and the constant attention paid to financial discipline, which allowed the Group to further strengthen its structure even in a complex macroeconomic situation.
This amount was calculated in accordance with CONSOB Communication of 28 July 2006 and in accordance with the CESR Recommendation of 10 February 2005 "Recommendations for the standardised implementation of the regulation of the European Commission on financial statements", which was updated in line with the ESMA guidelines published in 2021.
31 December
31 December
(in € thousands)
2025 (a)
2024 (a)
Change
A. Cash and cash equivalents
13,968
9,314
50 %
B. Other current financial assets
7,549
7,283
4 %
D. Liquidity (A+C)
21,517
16,597
30 %
E. Current financial debt
(2,467)
(2,595)
-5 %
F. Current part of non-current financial debt
(6,101)
(5,549)
10 %
G. Current financial debt (E+F)
(8,568)
(8,144)
5 %
H. Net current financial debt (G+D)
12,949
8,453
53 %
E. Non-current financial debt
(13,166)
(9,377)
40 %
L. Non-current financial debt
(13,166)
(9,377)
40 %
M. Total financial debt (H+L)
(217)
(924)
-77 %
Key performance indicators
To provide a more comprehensive representation of the Group's position, the performance and the result of the business as a whole are presented using the main financial performance indicators:
Group performance indicators FY 2025
FY 2024
R.O.E. 18.6 %
32.2 %
Return on Equity; calculated as the ratio between Net Profit and Equity
R.O.I. 17.8 %
21.7 %
Return on Investments; calculated as the ratio between "EBIT" and total Assets
R.O.S. 16.4 %
19.0 %
Return on Sales; calculated as the ratio between "EBIT" and total Revenues
Total debt index 1.47
1.7
Total Debt Index: calculated as the ratio between Equity and the sum of Current and Non-Current Liabilities
Financial debt index 7.66
8.16
Financial Debt Index: calculated as the ratio between Equity and Current Financial Liabilities
Working capital ratio 3
3
Working Capital Ratio: calculated as the ratio between Current Assets and Current Liabilities
N.W.C. 40,975
41,674
Net Working Capital: calculated as the difference between the Value of Inventories, Trade and
Sundry Receivables and Trade and Sundry Payables
Treasury Ratio 0.6
0.4
Treasury Ratio: calculated as the ratio between Cash and Cash Equivalents and Current Liabilities
Inventory rotation index 109.2
104.69
Inventory Rotation Index: calculated as the ratio between average inventories for the year
and turnover value by 365 (value expressed in days)
Credit rotation index 74.63
69.6
Credit Rotation Index: calculated as the ratio between average Trade Receivables during the
year and turnover value by 365 (expressed in days)
Corporate structure
At 31 December 2025, the Group workforce numbered 383 units.
The following shows the changes in the Group's workforce over the last two years:
Staff
31/12/2025
31/12/2024
Blue-collar workers
266
268
White-collar workers
96
93
Junior managers
20
18
Senior managers
1
1
Total staff
383
380
The increase during the year is mainly due to the expansion in the staff of the Parent Company and the Chinese subsidiary.
Investments
During 2025, investments totalling around € 1.2 million were made, mainly targeted towards industrial plants and equipment for production purposes, with the goal of increasing the efficiency of the production plants in Vallina (Bagno a Ripoli, Florence), Reggio Emilia, Eminence (Kentucky, USA) and Dongguan (China).
At the production plant in Vallina (Bagno a Ripoli, Florence) there are two loudspeaker production lines: one is highly automated and suitable for mass production, whilst the other is more flexible and used for smaller scale, diversified production. Both production lines meet the latest productivity and efficiency criteria.
As regards the production of diffusers for high frequencies (Drivers), there are two production lines that have benefited from investments made to improve efficiency.
The production plant at Reggio Emilia has three production lines.
At the manufacturing plants of Eminence Speakers LLC (USA) and B&C Speakers (Dongguan) Electronic Co. Ltd. (China) there are lines to produce loudspeakers under the Eminence brand.
All investments in fixed structures and installations have been agreed with the parent company Research & Development International S.r.l., with the goal of achieving a significant improvement in production capacity.
Research and development
The company continues to maintain its commitment to managing cultural and organisational growth that will enable it to maintain the level of excellence achieved up to now, at a time when international competition is becoming fiercer with each passing day.
Research and development investments remained high. In 2025, existing projects were completed and new ones started. More specifically, we note that the Parent Company carried out research and development into technological innovation, focusing its efforts mainly on projects considered to be particularly innovative, carried out at the Vallina plant.
During 2025 the company incurred R&D costs in line with the previous period, for the development of these projects, secure in the belief that the success of these innovations could generate good results in terms of turnover with favourable effects on company economics.
Comparison of profits and shareholders' equity of the Parent company in accordance with IFRS accounting standards and profits and shareholders' equity of the group in accordance with IFRS as at 31 December 2025
The table below compares the profit and shareholders' equity of the Parent Company under IFRS and the profit and shareholders' equity of the Group at 31 December 2025.
(in €)
Equity
Net profit for
the year
Parent Company Equity and Profit
47,043,835
9,493,966
Consolidation of Subsidiaries-Elimination of Equity Investment
(12,487,011)
-
Consolidation of Subsidiaries-Allocation of Reserves and Equity
19,349,556
837,839
Goodwill
2,318,181
Elimination of dividends
-
Effects of Intercompany Operations
-
15,979
Elimination of Infragroup Margins
(1,817,497)
(216,956)
Group Equity and Profit
54,407,064
10,130,827
The entries in this consolidation statement are already net of the relative deferred tax effects where applicable.
Significant events of 2025
The Shareholders' Meeting, held on 29 April 2025, approved the financial statements and resolved the distribution of an ordinary dividend of € 1 per ordinary share outstanding at the ex-dividend date (on 6 May, with record date 5 May and payment on 7 May).
At present, the flow of orders does not seem to be affected by the dramatic developments in Ukraine and Israel, as the Group has historically had very limited business with the countries involved. It cannot be excluded however, that a continuing conflict and possible extension could result in an indirect contraction in demand. B&C Speakers S.p.A. Management is carefully monitoring developments in this scenario to understand the possible political, economic and other types of implications that this could have on the Company and Group's business.
During 2025, the Group further strengthened its commitment to ESG themes, voluntarily preparing, for the fourth consecutive year, its Sustainability Report, with the aim of guaranteeing transparency and providing structured information about its environmental, social, and governance performance. Additionally, in December 2025, the Group expanded its ISO 14001 environmental certification to the production plant in Reggio Emilia, consolidating the continued strengthening of its environmental management system.
Business outlook
2026 began with a strong internal focus on implementing recently launched business projects, aimed at further amplifying the Group's offerings and competitive positioning.
The market context is still anchored to the trends of the sector which is impacted by the international tensions that have emerged in recent months.
Group management will continue to work and move forward with the integration of ESG principles within its business processes and strategic decisions as it sees this as a key element to supporting sustainable longterm growth, while also contributing to strengthening the Group's competitive position and the value of its offerings for its customers, partners and investors.
The increase in geopolitical tensions in the Middle East, starting in October 2023, has had consequences on trade flows. In particular, the possibility of attacks on ships travelling through the Red Sea has led to a dramatic reduction in traffic through the Suez Canal, and a deviation in trade routes, with a consequent increase in costs and timed associated with the transport of supplies and product distribution. To this can be added the recent tensions in the Strait of Hormuz as a consequence of the conflict between the US, Israel and Iran,
which is reducing the transport of gas and oil, with possible significant consequences on the prices of the same, as well as transport, and numerous categories of both industrial and retail goods.
In this scenario, the Group continues to carefully monitor trends in its reference markets and has an adequate structure to flexibly deal with any developments in the macroeconomic and geopolitical context, to handle any direct and indirect effects coming from the risk factors outlined above.
Art. 36 of the CONSOB Markets Regulation (adopted with CONSOB Resolution No. 16191/2007 and subsequent amendments): conditions for listing of companies that control companies incorporated and governed by the law of States not belonging to the European Union
In relation to the regulatory requirements regarding the conditions for the listing of companies that control companies incorporated and governed by the laws of States not belonging to the European Union and of significant relevance for the purposes of consolidated financial statements, note that:
at 31 December 2025 the regulatory requirements of Art. 36 of the Markets Regulation apply to the subsidiaries B&C Speakers NA LLC, B&C Speakers Brasil LTDA, Eminence Speakers LLC and B&C Speakers (Dongguan) Electronic Co. Ltd.
appropriate procedures were adopted in order to ensure complete compliance with the aforesaid regulations.
Art. 37 of the CONSOB Markets Regulation: Conditions that inhibit the listing of shares in subsidiaries subject to the direction and coordination of another company
We certify, under the terms of Art. 2.6.2. Section 13 of the Regulation for Markets Organised and Managed by Borsa Italiana S.p.A., the existence of the conditions pursuant to Article 37 of CONSOB Regulation No. 16191/2007.
Major shareholders
The most recently available official figures indicate the following major shareholders:
Research & Development International S.r.l, which holds a 52.73% stake (parent company);
Lazard Freres Gestion SAS, which holds 3.93%;
First Sicaf Value First, which holds 2.92%.
Disclosure pursuant to Art. 79 of the Issuers' Regulation no. 11971/99
In relation to the disclosure obligations laid down by Art. 79 of the Issuers' Regulation no. 11971/99, with regard to holdings, in issuers themselves and their subsidiaries, pertaining to members of the administrative and auditing bodies, general managers and key managers, as well as by spouses (where not legally separated) and their under-age children, whether directly or through subsidiaries, trustees or third parties, as resulting from the book of members, communications received and other information acquired by the members of the administrative and auditing bodies, general managers and key managers, the following information is provided:
as at 31 December 2025, the Director Lorenzo Coppini holds 50,000 shares in B&C Speakers S.p.A.;
as at 31 December 2025, the Director Alessandro Pancani holds 3,617 shares in B&C Speakers S.p.A.;
as at 31 December 2025, the Director Roberta Pecci holds 11,542 shares in B&C Speakers S.p.A.
Corporate Governance
The Group abides by the Code of Corporate Governance of Italian Listed Companies.
In accordance with the legislative obligations a Corporate Governance Report is prepared annually. In addition to providing a general description of the corporate governance system adopted by the Group, this contains the information on the ownership structures and on acceptance of the single prescriptions of the Code of Corporate Governance and on observance of the consequent commitments. Below is a summarised listing of the main elements of Corporate Governance. For a more detailed description of the elements that make up Corporate Governance see the complete document relating to the annual report available on the website https://www.bcspeakers.com, in the Investor Relations section.
More specifically, reference is made to the above-mentioned document for information relating to the internal control system employed by management to monitor risks relating to financial reporting, as per Art. 123-bis TUF.
It should be noted that the company is not required to draft the Sustainability report pursuant to Italian Legislative Decree 125/2024 because it does not exceed the size limits established in the Decree in question.
Board of Directors
The Issuer's Board in office on the date on which these financial statements are approved numbered 7 members and was appointed by majority vote (in accordance with the voting rules laid down by the articles of association) by the ordinary Shareholders Meeting held on 29 April 2024; it shall remain in office until the Meeting convened to approve the financial statements for the year ending on 31 December 2026.
Board of Statutory Auditors
Pursuant to Art. 24 of the Issuer's articles of association, the Board of Statutory Auditors, in office since 29 April 2024, numbers three Regular Auditors and two Alternate Auditors, who will remain in office until the Meeting convened to approve the financial statements as at 31 December 2026.
Main risks and uncertainties to which the group is exposed
Risks connected with the general condition of the economy
The Group's economic, equity and financial position is influenced by various factors that together make up the macroeconomic context; these include the increase or decrease of the gross domestic product, the level of consumer and business confidence, interest rate trends for consumer credit, the cost of raw materials and the unemployment rate.
The main macroeconomic factors that could impact performance in the sector where the Group operates are, inter alia, the Gross Domestic Product, business and consumer confidence levels, the rate of unemployment and price of oil. Generally, international tensions, the high unemployment rate, the drop in available income for households in real terms and consequent drop in consumption, are all still having repercussions on the economy. Should this weakness in the economy persist, it cannot be excluded that this could impact negatively on the Company and Group's economic and financial position.
In addition, the crises in Ukraine and the Middle East and consequent effects on the cost of energy, transport and more generally on the supply chain should the situation continue or worsen, could result in additional risks for the Group's business; nonetheless based on the information currently available and given the Group's limited presence in Russia, Ukraine and the Middle East, these should not have significant repercussions.
For additional information, please see the sections "Liquidity Risk" and "Update on the macroeconomic situation" in the Notes.
Dependence on suppliers
The Group believes that the suppliers of two transducer components - the cone and coil - would be difficult to replace quickly, given the specific technical characteristics and quality required of these, which affect the transducer yield. Therefore, unavailability of these components from current suppliers could have a negative impact on Group business. In fact, although the Group could turn to other supply channels for these components, this may result in different conditions and technical standards to those enjoyed at present, and may result in delays in the production cycle, with all the relative negative fall-out on the Company's business.
One should also note that relations between the Parent Company and its suppliers are not governed by any long-term contracts; rather they are regulated by individual purchase orders in which prices are negotiated on the basis of the volumes of assets requested and the technical-quality characteristics offered by the different suppliers. Should one or more suppliers choose to cease working with the Company, or should disputes arise concerning the nature or terms of business, the Company will be unable to take the standard legal action applicable to supply contracts, framework agreements or other such long-term commitments; in this case, its business may suffer accordingly.
The Group seeks to mitigate this risk by using multiple vendors for the purchase of the components and for each process outsourced. In thus doing, it strives to limit the risk of interruption to production as far as possible, should the relationship with one or more suppliers be interrupted.
In the event of significant difficulties by key suppliers of the Parent Company, we cannot rule out major interventions and/or investments in terms of stocks and the purchases of components for production, in order to benefit from considerable economic savings, whilst keeping production unchanged. It should be noted that thanks to the careful management of inventories and procurement processes, the spread of the pandemic worldwide did not impact significantly on the supply chain.
Dependence on key figures
The Group is currently managed by some key figures, namely the directors of the Parent Company with their operative powers of attorney, whose consolidated experience in the industry allows them to make an important contribution towards the Company's success. Should the contracts be terminated between the Company and one or more of these key management figures, there is no guarantee that the Group will be able to promptly replace them with equally qualified persons able to ensure, in the short-term, the same contribution; the consequence would be a potentially negative effect on the Company's business.
Exchange rate fluctuation
The Group also operates in non-euro zone countries and this exposes the Group to the risks deriving from changes in the exchange rates between the different currencies. We are therefore unable to exclude the possibility that repeated changes in exchange rates may have a negative impact on the Group's economic-financial position.
Exposure to economic risk is constituted by debts and loans in foreign currency, related to sales and to future purchases. The Group periodically monitors its degree of exposure to the risk in question, preparing sensitivity analyses to identify, duly in advance, any need to hedge against exchange risk.
Concentration of the customers
Most of the Group's revenues come from orders placed by OEM customers. Should there be a reduction in the demand generated by these customers, with which there are no particular contractual constraints, or should payments by these customers be delayed, this would negatively impact the Group's economic and financial position.
In accordance with its risk management policy, the Group places particular emphasis on the process of product development aiming to extend the life cycle of a product by means of high quality maintenance. In particular, the difficulty in replacing components supplied by the Group, together with its excellent ability to design and produce highly customisable products for its clients, produces a high level of customer loyalty and a consequent lowering of the risk associated with concentration in terms of its main customers.
Risks related to regulatory and legislative framework (including the adoption of the code of corporate governance of listed companies)
The Company strives towards the continuous acceptance of the Governance regulations laid down by the Code of Corporate Governance for listed companies, regarding the parts considered applicable to the size and complexity of the Company. In particular, a Remuneration and Appointments Committee has been established, consisting of three directors (of which two independent) and a Control, Risk and Sustainability Committee, consisting of three independent directors. Additionally, an Investor Relator has been appointed to manage relations with investors in general, the organisational and control model pursuant to Italian Legislative Decree no. 231/01 has been approved and the supervisory body appointed and assigned the task of verifying the application of the model. The Parent Company also has an Internal Auditor Manager.
Reference market and the threat posed by competition
Entry on the market of new Italian or foreign competitors may have a negative impact on the Group's economic-financial results in the medium/long-term. In this case, there is no certainty that the competitive structures of the reference market shall remain such as to allow the Group to pursue its strategies. We can also not exclude the possibility that in the future, producers of loudspeaker systems may decide to produce electro-acoustic transducers in-house, with all consequent negative effects on the Group's economic, equity and financial position.
The Group believes that adequate financial support to product development, with a view to maintaining and improving quality and potential customisation (the Group's real strength) can help to mitigate the risk of competition.
Fluctuation in the price of production factors
The prices of the components purchased by the group are subject to fluctuations as a result, for example, of changes in the price of the raw materials used to make the components themselves, such as neodymium, ferrite, steel, iron, aluminium and plastic. These possible increases could have a negative effect on the Group's business and its economic, equity and financial situation.
Climate change related risks
Climate change related issues do not represent a risk for the Company and Group that can be directly linked to possible negative effects in the short term on the business and the economic, asset and financial position. For the sake of completeness, note that no issues associated with climate have been identified that could have a significant impact on the hypotheses underlying the assessment of asset recoverability. However, it cannot be excluded that over the medium/long-term adverse and particularly catastrophic climate events could lead to supply chain continuity problems for the Group. Taking into consideration the recommendations provided by ESMA in its Public Statement "European common enforcement priorities for 2024 annual financial reports" and in CONSOB Call to Attention 2/24 of 20 December 2024, containing "Climate disclosures provided in financial statements", management constantly monitors this aspect when determining risks and possible actions to be undertaken to mitigate the same.
In addition, note that the Group is on a path towards sustainable and responsible growth, having approved a sustainability policy, which can be found on the company's website in the Investors section. The policy defines priority areas in the context of the process towards increasingly full integration of sustainability in daily business. The sustainability policy is part of a sustainability plan which defines concrete actions to be implemented over the next three years with the relative KPIs to monitor achievement of objectives. The Group's Management believes that this commitment is a priority to achieve sustainable growth within an increasingly complex and challenging social and environmental context.
Financial risks
As regards Financial Risks, one should refer to the specific section in the Explanatory Notes.
**************
Main data of the Parent Company
In this section we report the main data relating to the Parent Company B&C Speakers S.p.A.
Highlights
The tables below list the Parent Company's economic, capital and financial highlights for FY 2025 compared with the same items in the previous year:
Economic highlights
FY
FY
(in € thousands)
2025
2024
Revenue
66,941
68,552
EBITDA
15,583
18,130
EBIT
13,939
16,595
Total net profit (loss)
9,495
16,411
Equity highlights
31 December
31 December
(in € thousands)
2025
2024
Non-current assets
22,190
21,551
Non-current liabilities
11,099
6,649
Current assets
53,995
50,510
Current liabilities
18,043
17,476
Net working capital
35,953
33,034
Equity
47,044
47,936
Financial highlights
FY
FY
(in € thousands)
2025
2024
Cash flow from operations
9,659
14,368
Cash flow from investments
(2,041)
(4,687)
Cash flow from financial operations
(5,420)
(14,013)
Total cash flow for the period
2,198
(4,332)
Net financial position
31 December
31 December
(in € thousands)
2025
2024
Current net financial position
5,598
3,782
Total net financial position
(4,722)
(2,125)
Economic performance
To better represent the trends in economic management relative to 2025, the table below shows the Company's main economic aggregates compared to the equivalent figures in the same period the previous year:
Analysis of Economic Performance, B&C Speakers S.p.A.
(in € thousands)
FY 2025
impact on revenues
FY 2024
impact on revenues
Revenue
66,941
100.0 %
68,552
100.0 %
Cost of sales
(42,958)
-64.2 %
(42,672)
-62.3 %
Gross profit
23,984
35.8 %
25,881
37.8 %
Other revenues and income
373
0.6 %
527
0.8 %
Indirect Personnel
(2,879)
-4.3 %
(2,677)
-3.9 %
Commercial expenses
(931)
-1.4 %
(854)
-1.3 %
Administrative costs and overheads
(4,963)
-7.4 %
(4,747)
-6.9 %
EBITDA
15,583
23.3 %
18,130
26.5 %
Depreciation and amortisation
(1,645)
-2.5 %
(1,534)
-2.2 %
Provisioning
-
- %
-
- %
Earnings before taxes and financial expense/income (EBIT)
13,939
20.8 %
16,595
24.2 %
Writedown of investments
-
- %
-
- %
Financial charges
(1,902)
-2.8 %
(1,001)
-1.5 %
Financial income
1,111
1.7 %
1,210
1.8 %
Earnings before taxes (EBT)
13,148
19.6 %
16,805
24.5 %
Income tax
(3,654)
-5.5 %
(392)
-0.6 %
Net profit
9,494
14.2 %
16,412
23.9 %
Other income statement components
2
- %
(2)
- %
Comprehensive period result
9,495
14.2 %
16,411
23.9 %
Note:
These financial statements present and comment on certain financial figures and certain reclassified schedules not defined within the IFRS.
These amounts are defined below in compliance with the provisions in CONSOB Communication (DEM 6064293) of 28 July 2006, as subsequently amended (CONSOB Communication 0092543 of 3 December 2015, implementing the ESMA/2015/1415 guidelines).
The alternative performance indexes listed below should be used as additional information with respect to that foreseen in the IFRS, to assist the users of the financial report to better comprehend the Company's economic, capital and financial performance. The alternative performance indicators are measures used by the Issuer to monitor and assess the Company's performance; they are not defined as accounting measures either by the Italian Accounting Standards or by the IAS/IFRS. Therefore, the measurement criteria applied by the Company may not be consistent with that adopted by other operators and/or groups and may, therefore, not be comparable. We emphasise that the adjustment methods used by the Company to calculate these figures have remained constant over the years.
EBITDA (Earnings Before Interest Taxes Depreciation and Amortisation) is defined by the Issuer's Directors as the "before tax and financial income and expenses", as resulting from the consolidated income statement gross of amortisation of intangible assets, depreciation of property, plant and equipment, provisions and write-downs as resulting from the aforesaid consolidated income statement. EBITDA is a measure that the Issuer uses to monitor and assess the Company's operating performance.
EBIT (earnings before interest and taxes) represents the consolidated profit/loss before taxes, financial expenses, and income as shown in the income statement tables prepared by the Directors in drawing up the financial statements in accordance with the IASs/IFRSs.
EBT (Earnings Before Taxes) is the consolidated result before tax, as recorded in the income statement prepared by the Directors in preparing IAS/IFRS-compliant financial statements.
Revenue
The Company's revenue reached € 66.9 million, down 2% with respect to the figure in 2024. In particular, this trend was the consequence of a decrease in revenues, especially in Europe. Below is a breakdown of revenues by geographical area for 2025 (amounts in euro):
Geographic Area FY 2025 % FY 2024 % Change % Change
Latin America
3,118,488
5
%
3,579,868
5
%
(461,380)
(13) %
Europe
37,861,582
57
%
39,657,798
58
%
(1,796,216)
(5) %
Italy
7,078,814
11
%
7,757,458
11
%
(678,644)
(9) %
North America
7,828,212
12
%
7,466,207
11
%
362,005
5 %
Middle East and Africa
359,596
1
%
516,753
1
%
(157,157)
(30) %
Asia and Pacific
10,694,660
16
%
9,574,139
14
%
1,120,521
12 %
Total revenue
66,941,353
100
%
68,552,223
100
%
(1,610,870)
(2) %
Cost of sales
This category includes raw materials (purchasing, processing by third parties and changes in inventories), the cost of personnel directly involved in the production process, transport costs and the costs for commissions payable, customs duties and other direct costs of lesser importance.
The cost of sales at the end of 2025 increased with respect to the figure in 2024, increasing its impact on revenue from 62.2% to 64.2%. This trend is due to: (i) substantial consistency in margins in the variable portion of the cost of sales, (ii) a 1.6 pp decrease in margins due to the increase in the impact of the cost of personnel, as a consequence of the decrease in turnover. The impact of costs for tariffs and transport remained substantially unchanged with respect to 2024.
Indirect Personnel
This category refers to costs for office staff, executives and workers not associated with the production process.
Costs for indirect personnel rose by around € 0.2 million, slightly increasing its impact on revenue, from 3.9% to 4.3%.
Commercial expenses
This category refers to costs for commercial consultancy, advertising and marketing, travel and subsistence and other minor charges relating to the commercial sector.
Commercial expenses did not see any significant increases in absolute terms. In fact, their impact on revenues remained substantially unchanged with respect to 2024.
Administrative costs and overheads
Administrative costs and overheads rose by € 217 thousand with respect to the corresponding figure for 2024, also slightly increasing their impact on revenues, from 6.9% to 7.4%.
EBITDA and EBITDA Margin
Due to the dynamics outlined above, EBITDA in 2025 came to € 15.6 million, compared to € 18.1 million in 2024.
The EBITDA margin was 23.3% of revenues during the period, compared to 26.4% in 2024.
Depreciation and amortisation
Depreciation and amortisation of property, plant and equipment, intangible assets and rights of use were substantially in line with 2024.
EBIT and EBIT margin
EBIT for 2025 amounted to € 13.9 million, down with respect to 2024, when the figure was € 16.6 million. The EBIT margin was at 20.8% of revenue (24.2% in 2025).
Net profit
Net profit in 2025 amounted to € 9.5 million, representing 14.2% of revenue with a total decrease of 6.9 million compared to 2024. This decrease is due, in addition to the already noted economic performance, to the elimination of the positive effect generated by tax benefits received following the renewal of the Revenue Agency's ruling on the Patent Box, which had a € 4,207 thousand positive effect on the income statement in 2024.
Equity and financial trend
Below is the reclassified statement of financial position according to the allocation of sources and uses:
Reclassified Balance Sheet
31 December
31 December
(in € thousands)
2025
2024
Change
Fixed Assets
5,306
5,919
(613)
Inventory
16,499
17,802
(1,303)
Trade receivables
20,706
17,335
3,371
Sundry Receivables
3,211
4,106
(895)
Trade Payables
(7,569)
(7,792)
223
Sundry Payables
(2,407)
(2,137)
(270)
Net Working Capital
30,440
29,314
1,126
Provisions
(779)
(742)
(37)
Net Invested Operating Capital
34,967
34,491
476
Cash and cash equivalents
6,115
4,045
2,070
Investments
12,487
12,487
-
Short-term securities
7,549
7,283
266
Other Financial Receivables
4,313
3,083
1,230
Business
30,464
26,898
3,566
Net Invested non-Operating Capital
CAPITAL INVESTED
65,431
61,389
4,042
Equity
47,044
47,936
(892)
Short-Term Borrowings
8,067
7,546
521
Medium/Long-term Borrowings
10,320
5,907
4,412
RAISED CAPITAL
65,431
61,389
4,041
Note:
Fixed assets: these are defined by the Issuer's Directors as the value of multi-annual assets (tangible and intangible). Net Operating Working Capital is defined by the Issuer's Directors as the value of inventories, trade receivables, and other receivables net of debts for supplies and other payables. Provisions: the value of bonds linked to employees' and Directors' severance indemnity, as well as the value for provisions for risks. Invested net working capital is the value of financial assets and other financial receivables as described above. Raised capital is the value of the net equity of the Group and the total indebtedness of the Group.
Below are comments on the changes to assets and liabilities classified according to administrative allocation.
Net Operating Invested Capital shows an increase of 0.4 million euro compared to 31 December 2024. This increase was mainly due to the combined effect of the following factors:
a decrease in fixed assets amounting to approximately € 0.6 million due to the combined effects of investments and amortisation/depreciation for the period;
an increase in inventories of around € 1.3 million;
an increase in trade and other receivables of around € 2.5 million, mainly due to an increase in trade receivables;
trade and other payables, of 9.9 million, which remained substantially align with the figure at 31 December 2024.
Net Invested Non-Operating Capital increased with respect to 31 December 2024, by approximately € 3.5 million. The increase was mainly due to the increase in cash and cash equivalents and the increase in financial receivables, connected to lending by the Company to the subsidiary Eminence Speakers LLC.
The other asset categories showed no change compared to 31 December 2024.
Note that the performance of the Group's securities portfolio market value showed profit adjusted to fair value of € 0.5 million at 31 December 2024.
Financial debt
Short-term borrowings increased by € 0.5 million due to the obtaining of two new medium/long-term loans during the year, for a total of € 10 million.
Medium/long-term borrowings also rose by € 4.4 million due to the combined effect of a decrease in bank financial liabilities due to the reclassification of the current portion of debt to short-term and the above referenced obtaining of two new medium/long-term loans.
The overall Net Financial Position was negative at € 4.7 million, compared to € 2.1 million at the end of 2024. Cash flow generated by operating activities had an impact on the Net Financial Position (equal to 9.6 million). The cash flows from operations made it possible to handle the cash absorbed by the repayment of existing loans and the distribution of dividends totalling € 10.8 million. During the year, the Company obtained new bank loans totalling € 10,056 thousand.
This amount was calculated in accordance with CONSOB Communication of 28 July 2006 and in accordance with the CESR Recommendation of 10 February 2005 "Recommendations for the standardised implementation of the regulation of the European Commission on financial statements", which was updated in line with the ESMA guidelines published in 2021.
Consolidated financial statements and explanatory notes to the consolidated financial statements At 31 December 2025(in € thousands)
31 December
31 December
Change
2025 (a)
2024 (a)
A. Cash and cash equivalents
6,115
4,045
51 %
B. Other current financial assets
7,549
7,283
4 %
D. Liquidity (A+C)
13,664
11,328
21 %
E. Current financial debt
(2,467)
(2,595)
-5 %
F. Current part of non-current financial debt
(5,600)
(4,951)
13 %
G. Current financial debt (E+F)
(8,067)
(7,546)
7 %
H. Net current financial debt (G+D)
5,598
3,782
48 %
E. Non-current financial debt
(10,320)
(5,907)
75 %
L. Non-current financial debt
(10,320)
(5,907)
75 %
M. Total financial debt (H+L)
(4,722)
(2,125)
122 %
Consolidated financial statements of the B&C Speakers Group at 31 December 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 December 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Notes 31/12/2025 31/12/2024
(in €)
ASSETS
Fixed assets
Property, plant and equipment
1
5,895,116
5,095,272
Rights of use
2
5,047,150
6,692,427
Goodwill
3
2,318,181
2,318,181
Other intangible assets
4
676,644
621,360
Equity investments in associates
5
-
-
Deferred tax assets
6
1,171,212
1,050,595
Other non-current assets
7
667,296
622,199
of which with associated companies
37
6,700
6,700
Total non-current assets
15,775,599
16,400,034
Current assets
Inventories
8
29,348,581
29,952,836
Trade receivables
9
20,401,887
20,128,062
Current tax assets
10
1,166,975
1,531,488
Other current assets
11
10,676,571
9,938,214
Cash and cash equivalents
12
13,967,993
9,313,627
Total current assets
75,562,007
70,864,227
Total assets
91,337,606
87,264,261
31/12/2025
31/12/2024
LIABILITIES
Equity
Share capital
13
1,093,817
1,090,507
Other reserves
13
4,587,594
4,113,008
Foreign Exchange reserve
13
196,071
728,382
Retained earnings reserves
13
48,529,581
49,263,330
Total equity attributable to parent company share holders
54,407,063
55,195,227
Equity attributable to minority interests
-
-
Total equity
54,407,063
55,195,227
Non-current liabilities
Long-term borrowings
14
9,276,975
3,820,239
Medium/long-term financial liabilities for rights of use
15
3,889,224
5,557,150
of which with related parties
37
1,088,005
2,140,714
Provisions for personnel benefits and similar
16
910,797
859,546
Provisions for risks and charges
17
44,152
44,483
Total non-current liabilities
14,121,148
10,281,418
Current liabilities
Short-term borrowings
18
7,102,304
6,762,957
Short-term financial liabilities for rights of use
15
1,465,785
1,380,620
of which with related parties
37
983,899
871,159
Trade payables
19
10,472,853
9,981,831
of which with related parties
37
89,682
100,134
Current tax liabilities
20
15,261
103,809
Other current liabilities
21
3,753,192
3,558,399
Total current liabilities
22,809,395
21,787,616
Total liabilities
91,337,606
87,264,261
CONSOLIDATED COMPREHENSIVE INCOME STATEMENT FOR FY 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (in €)
Notes
FY 2025
FY 2024
Revenue
23
99,106,602
100,368,870
Cost of sales
24
(62,994,363)
(63,294,991)
Other revenues and income
25
308,674
312,733
Indirect Personnel
26
(6,762,709)
(6,480,428)
Commercial expenses
27
(1,522,653)
(1,256,800)
Administrative costs and overheads
28
(8,958,891)
(7,871,258)
Depreciation and amortisation
29
(2,913,889)
(2,704,202)
Net writebacks (writedowns) on trade and other receivables
29
(15,623)
(27,362)
Earnings before taxes and financial expense/income (EBIT)
16,247,148
19,046,562
Writedown of investments
5
-
-
Financial charges
30
(3,021,752)
(1,461,118)
of which with related parties
37
(56,914)
(64,755)
Financial income
30
1,358,215
1,580,490
Earnings before taxes (EBT)
14,583,611
19,165,934
Taxes for the period
31
(4,452,783)
(1,368,991)
Net profit for the period (A)
10,130,828
17,796,943
Other comprehensive profit/(loss) that will not be subsequently reclassified to
the income statement:
Profit/(loss) from redetermination of the Provision for employee benefits, net of
tax effects
13
861
(9,469)
Other comprehensive profit/(loss) that will be subsequently reclassified to the
income statement:
Profit/(loss) from translation of foreign company financial statements
13
(532,311)
363,267
Total other comprehensive profit/(loss) (B)
(531,450)
353,798
Total comprehensive profit for the period (A+B)
9,599,378
18,150,741
Net profit for the year attributable to:
Parent Company Shareholders
10,130,828
17,796,943
Minority interests
-
-
Comprehensive profit for the year attributable to:
Parent Company Shareholders
9,599,378
18,150,741
Minority interests
-
-
Earnings per share
13
0.93
1.62
Diluted earnings per share
13
0.93
1.62
CONSOLIDATED STATEMENT OF CASH FLOW FOR FY 2025 PREPARED IN COMPLIANCE WITH THE IFRS ISSUED BY THE INTERNATIONAL ACCOUNTING STANDARDS BOARD AND ENDORSED BY THE EUROPEAN UNION
Consolidated cash flow statement FY
(Paragraph 7.3, Note 12)
2025
2024
A- Net initial cash and cash equivalents
6,718,896
11,904,398
B- Cash flow from operations for the period
Comprehensive period result
9,599,378
18,150,741
Income tax
4,452,783
1,368,991
Depreciation and amortisation
2,913,889
2,704,202
(Capital gains)/capital losses from disposals of property, plant and
0
0
Financial charges
3,021,752
1,461,116
Financial income
(1,358,215)
(1,580,490
Allocation (use) of provisions for risks and charges and other provisions for
personnel
39,102 45,304
(349,071)
(1,933,933
)
(Increase) decrease in deferred tax assets and liabilities
(120,617)
(143,626
(Increase) decrease in inventories
604,255
(2,329,131
Increase (decrease) in trade and sundry payables
(250,805)
489,625
Cash and cash equivalents generated by operations
18,564,269
16,510,637
Interest expense paid
(2,205,376)
(916,802
Interest income collected
876,020
767,933
Taxes paid during the period
(4,219,797)
(3,392,945
Total (B)
13,015,116
12,968,823
C-
Cash flow to/(from) investments
Change in provision for severance indemnities 11,818 (1,722,162 (Increase) decrease in trade and sundry receivables in current assets
Subsidiary acquisition price net of NFP acquired - -
(Investments) in property, plant and equipment in non-current assets net of disinvestments and the relative provision for depreciation
(2,018,160) (2,219,921
)
(Investments) in intangible assets in non-current assets
(253,992)
(354,857
(Acquisition)/disposal of equity investments
-
-
(Investments) in securities and other non-current financial assets
(45,097)
(42,638
(Investments) in current financial assets
(650,772)
-
Disinvestments of current financial assets
833,823
200,000
Total (C)
(2,134,198)
(2,417,416
D- Cash flow from/(to) financing
(Repayment) of loans
(4,132,037)
(7,438,617
Taking on of loans
10,056,002
2,536,022
(Repayment) of financial liabilities for rights of use
(1,635,096)
(1,668,463
Note 1
Sale (purchase) of treasury shares
477,896
(1,485,582
Distribution of dividends
(10,865,437)
(7,680,269
Total (D)
(6,098,672)
(15,736,909
E- Cash flow for the period (B+C+D)
4,782,246
(5,185,502
F- Final net cash and cash equivalents
11,501,142
6,718,896
Note 1: the liquidity absorbed by the repayment of rights of use liabilities includes absorption of liquidity attributable to transactions with the parent R&D International S.r.l. for € 598 thousand.
Reconciliation between Final Net Cash and Cash and Cash Equivalents
31/12/2025 31/12/2024
Cash and cash equivalents
13,967,993
9,313,627
Current account overdrafts
(2,466,851)
(2,594,731)
Final net cash and cash equivalents
11,501,142
6,718,896
STATEMENT OF CHANGES IN EQUITY AT 31 DECEMBER 2025, PREPARED IN CONFORMITY WITH THE IFRS ISSUED BY THE INTERNATIONAL ACCOUNTING STANDARDS BOARD AND ENDORSED BY THE EUROPEAN UNION
Paragraph 12.2, Note 13.
In €
Share capital
Legal Reserve
Share Premium Reserve
Extraordinary Reserve
Reserve for unrealised exchange gains
Group translation reserve
Retained earnings reserves
Consolidated Group equity
Capital and reserves attributable to minority
TOTAL EQUITY
At 1 January 2024 1,099,615
379,096
5,112,135
43,696
54,555
365,114
39,156,125
46,210,335
-
46,210,335
Result of the period
17,796,943
17,796,943
17,796,943
Other components of the Statement of Comprehensive
Income
363,266
(9,469)
353,798
353,798
Total comprehensive profit (loss)
-
-
-
-
-
363,266
17,787,474
18,150,741
-
18,150,741
for the period
Shareholder operations:
Allocation of profit
-
-
-
Distribution of dividends
(7,680,269)
(7,680,269)
(7,680,269)
Trading of treasury shares
(9,108)
(1,476,474)
-
(1,485,582)
(1,485,582)
At 31 December 2024
1,090,507
379,096
3,635,661
43,696
54,555
728,382
49,263,330
55,195,227
- 55,195,227
Paragraph 12.2, Note 13.
In €
Share capital
Legal Reserve
Share Premium Reserve
Extraordinary Reserve
Reserve for unrealised exchange gains
Group translation reserve
Retained earnings reserves
Consolidated Group equity
Capital and reserves attributable to minority
TOTAL EQUITY
At 1 January 2025 1,090,507
379,096
3,635,661
43,696
54,555
728,382
49,263,330
55,195,227
-
55,195,227
Result of the period
10,130,828
10,130,828
10,130,828
Other components of the
Statement of Comprehensive Income
(532,311)
860
(531,450)
(531,450)
Total comprehensive profit (loss)
-
-
-
-
-
(532,311)
10,131,688
9,599,378
-
9,599,378
for the period
Shareholder operations:
Allocation of profit
-
-
-
Distribution of dividends
(10,865,437)
(10,865,437)
(10,865,437)
Trading of treasury shares
3,310
474,586
-
477,896
477,896
At 31 December 2025
1,093,817
379,096
4,110,247
43,696
54,555
196,071
48,529,581
54,407,063
- 54,407,063
Explanatory notes to the consolidated financial statements at 31 December 2025
Accounting policies
The consolidated financial statements as at 31 December 2025 of the B&C Speakers S.p.A. Group (hereinafter the "Group") have been prepared in accordance with the International Accounting and Financial Reporting Standards ("IAS/IFRS") in force as at 31 December 2025, as issued by the International Accounting Standards Board ("IASB") and adopted by the European Union. The term "IFRS" is also used to refer to all revised International Accounting Standards ("IAS") and all interpretations provided by the International Financial Reporting Interpretations Committee ("IFRIC"), previously named the Standing Interpretations Committee ("SIC"). Moreover, in accordance with the measures taken to implement Art. 9 of Italian Legislative Decree no. 38/2005, the Board also considered the guidelines set by: CONSOB Resolution no. 15519 of 27 July 2006, establishing "Drafting principles for financial statements", CONSOB Resolution no. 15520 of 27 July 2006 establishing the "Amendments and supplements to the Issuers' Regulation adopted under Resolution no. 11971/99", CONSOB Communication no. 6064293 of 28 July 2006 on "Required corporate disclosure pursuant to Art. 114.5, Italian Legislative Decree no. 58/98" and Communication DEM/7042270 of 10 May 2007.
These consolidated financial statements for the Group are denoted in euro as this is the currency used to conduct most of the operations of the Parent Company B&C Speakers S.p.a. (hereinafter the "Comp" or "Parent Company) and its subsidiaries.
International accounting standards have been uniformly applied to all Group companies.
The financial statements of the subsidiaries, used for consolidation, have been duly amended and reclassified wherever necessary, in order to bring them into line with the international accounting standards and homogeneous classification criteria used throughout the Group.
These financial statements are prepared on the basis of historic cost and considering the business as a going concern. The Group has in fact determined that, despite the difficult economic and financial environment, there are no significant uncertainties (as defined by para. 25 of IAS 1) on business continuity, since the volume of business, as well as the portfolio of current orders, of the Company and the Group give no indications of business continuity risks.
These consolidated financial statements are audited by Deloitte & Touche S.p.A.
Update on the macroeconomic situation
With reference to armed conflicts in course, note that the 2025 results did not see any direct impacts from the conflicts in Ukraine and the Middle East. In fact, the Group has no history of significant turnover from Russian, Ukrainian or Middle Eastern customers.
The Company has only seen marginal indirect effects from the Russia/Ukraine conflict in terms of higher costs. In particular, as the Company's activities are not particularly energy intensive, the increase in energy costs was extremely contained in 2025. Therefore, the overall effect on margins is in any case quite limited.
In a context of genuine military escalation due to the US-Israel strikes in February 2026 followed by Iran's reaction, a further element of uncertainty has been added for macroeconomic effects in 2026, already seen in the increase in energy costs. At present, Group management has not identified any imminent threats which could, in the short or medium term, have significant impacts on the business.
Group management is carefully monitoring developments in this scenario to understand the possible political, economic and other types of implications that this could have on the Company.
Taking the above into account, as well as the financial structure, existing liquidity, banking facilities available and the order portfolio at December 2025, Management does not see any significant uncertainties regarding the existence of the prerequisites for business continuity, as the Company has the ability to meet its obligations and continue operating as a functioning entity for the foreseeable future.
Content and form of the financial statements
The consolidated financial statements comprise the Balance sheet, Income Statement, Statement of Changes in Equity, Statement of Cash Flow and these Explanatory Notes.
With reference to the form of the consolidated financial statements, the Group has chosen to submit the following:
Consolidated statement of financial position
The Consolidated Statement of Financial Position is presented with separate indication of Assets, Liabilities and Net Equity.
In turn, the Assets and Liabilities are recorded in the consolidated financial statements on the basis of whether they are classified as current or non-current.
Consolidated Statement of Comprehensive Income
The consolidated income statement is classified according to destination. The following aggregates are highlighted: (i) EBIT, which includes all components of income and cost, net of depreciation, amortisation, write-downs and other provisions (ii) EBT, which includes EBT net of tax on income and finally (iii) net income for the period. The Comprehensive Income Statement is presented with a breakdown of Other comprehensive profits and losses that distinguishes between gains and losses that will be reclassified in the income statement and gains and losses that will not be reclassified in the income statement.
Consolidated cash flow statement
The consolidated statement of cash flows is broken down according to cash-generating areas. The statement of cash flows adopted by the B&C Speakers Group was drawn up using the indirect method. Cash and cash equivalents included in the statement of cash flow include the balance sheet figures of this item on the reference date. Foreign currencies were converted at the average exchange rate for the year. Income and expenses relating to interest rates, dividends received and income tax are included in the cash flows generated by operational management.
Consolidated statement of changes in net equity
The consolidated statement of changes in equity is included, as required by the international accounting standards, with the separate highlighting of the consolidated result for the year and of all income, revenues, expenses and charges that are not recorded on the income statement, but rather charged directly to consolidated equity, in accordance with specific IAS/IFRS.
Consolidation scope
The controlled undertakings, i.e. those controlled by the Parent Company, were fully consolidated.
The companies within the scope of consolidation at 31 December 2025 are shown in the following table.
During the year no changes were seen in the scope of consolidation compared with 31 December 2024.
Registered
Group Structure at 31 December 2025 Group Structure at 31 December 2024
Company office | Direct | Indirect | Total | Direct | Indirect | Total | |
B&C Speaker S.p.A. Italy parent company parent company | |||||||
Eighteen Sound Srl | Italy | 100% | 100% | 100% | 100% | ||
B&C Speaker NA LLC | United | 100% | - | 100% | 100% | - | 100% |
B&C Speaker Brasil LTDA | Brazil | 100% | - | 100% | 100% | - | 100% |
Eminence Speakers LLC | United | 100% | - | 100% | 100% | - | 100% |
B&C Speakers Electronics Ltd | China | 100% | - | 100% | 100% | - | 100% |
The key data of the Parent Company's subsidiaries and associates at 31 December 2025 are shown below.
Name and Registered Office Eighteen Sound Srl (Italy)
Share capital | € | 5,630,000 |
Equity | € | 14,815,707 |
Profit or (Loss) | € | 1,950,166 |
Stake held directly | 100 % | |
Stake held indirectly | - % | |
Total stake held | 100 % | |
Book value for the parent company | € | 6,582,989 |
Name and Registered Office | B & C SPEAKERS, NA LLC (USA) | |
Share capital | US$ | 30,000 |
Equity | US$ | 1,722,177 |
Profit or (Loss) | US$ | (873,036) |
Stake held directly | 100 % | |
Stake held indirectly | - % | |
Total stake held | 100 % | |
Book value for the parent company | € | 1,279,788 |
Name and Registered Office | B&C SPEAKERS BRASIL Ltda | |
(Brazil) | ||
Share capital | Real | 1,720,729 |
Equity | Real | 1,111,630 |
Profit or (Loss) | Real | 202,561 |
Stake held directly | 100 % | |
Stake held indirectly | - % | |
Total stake held | 100 % | |
Book value | € | 286,548 |
Name and Registered Office | EMINENCE SPEAKERS LLC (USA) | |
Share capital | US$ | 95,813 |
Equity | US$ | 1,579,362 |
Profit or (Loss) | US$ | (991,774) |
Stake held directly | 100 % | |
Stake held indirectly | - % | |
Total stake held | 100 % | |
Book value | € | 2,437,687 |
Name and Registered Office | B&C Speakers (Dongguan) | |
Share capital | Remimbi | Electronic Co. Ltd (China) 14,691,991 |
Equity | Remimbi | 3,684,944 |
Profit or (Loss) | Remimbi | 4,101,190 |
Stake held directly | 100 % | |
Stake held indirectly | - % | |
Total stake held | 100 % | |
Book value | € | 1,900,000 |
