B&c Speakers S.p.a.MIL: BEC

Separate and consolidated financial statements at 31 December 2025

· Issued by B&C Speakers S.p.A.
B&C Speakers Group

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

Contents

NOTICE CONVENING THE ORDINARY SHAREHOLDERS' MEETING 5

  1. THE B&C SPEAKERS GROUP - Corporate bodies 8

  2. Proposal to approve the financial statements and allocation of profit for the period 8

  3. Introduction to the separate and consolidated financial statements at 31 December 2025 8

    Consolidated report on operations and Parent Company data 10

  4. Consolidated report on operations for the financial year ended 31 December 2025 11

  5. Main data of the Parent Company 25

    Consolidated financial statements and explanatory notes to the consolidated financial 31

  6. Consolidated financial statements of the B&C Speakers Group at 31 December 2025 32

    1. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025 32

    2. CONSOLIDATED COMPREHENSIVE INCOME STATEMENT FOR FY 2025 34

      1. 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

      ................................................................................................................................................

  7. Explanatory notes to the consolidated financial statements at 31 December 2025 38

    1. Accounting policies 38

  1. Analysis of the breakdown of the main items of the consolidated statement of financial position at 31 December 2025 53

    1. Property, plant and equipment 53

    2. Rights of use 54

    3. Goodwill 55

    4. Other intangible assets 59

    5. Equity investments in associates 59

    6. Deferred tax assets 59

    7. Other non-current assets 60

    8. Inventories 60

    9. Trade receivables 61

    10. Current tax assets 62

    11. Other current assets 62

    12. Cash and cash equivalents 62

    13. Shareholders' equity and its components 63

    14. Long-term borrowings 65

    15. Financial liabilities for rights of use (current and non-current portions) 67

    16. Provisions for personnel and similar 67

    17. Provisions for risks and charges 69

    18. Short-term borrowings and net financial position 69

    19. Trade payables 70

    20. Current tax liabilities 71

    21. Other current liabilities 71

    22. Commitments, guarantees and pending disputes 71

  2. Analysis of the breakdown of the main items of the consolidated income statement for 71

  1. Revenue 71

  2. 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

  1. Financial statements of the Parent Company B&C Speakers S.p.A. at 31 December 2025 93

    1. STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025 99

    2. COMPREHENSIVE INCOME STATEMENT FOR FY 2025 95

    3. STATEMENT OF CASH FLOW FOR FY 2025 96

    4. STATEMENT OF CHANGES IN EQUITY OF THE PARENT COMPANY B&C SPEAKERS S.p.A.

      . 98

  2. Explanatory notes to the financial statements at 31 December 2025 99

    1. Accounting policies 99

    2. Analysis of the breakdown of the main items of the Parent Company statement of

      financial position at 31 December 2025 111

      1. Property, plant and equipment 111

      2. Rights of use 112

      3. Other intangible assets 113

      4. Equity investments in subsidiaries 113

      5. Equity investments in associates 117

      6. Deferred tax assets 117

      7. Other non-current assets 117

      8. Inventories 118

      9. Trade receivables 119

      10. Current tax assets 119

      11. Other current assets 120

      12. Cash and cash equivalents 120

      13. Shareholders' equity and its components 121

      14. Long-term borrowings 123

      15. Financial liabilities for rights of use (current and non-current portions) 125

      16. Provisions for personnel and similar 125

      17. Provisions for risks and charges 126

      18. Short-term borrowings and net financial position 127

      19. Trade payables 128

      20. Current tax liabilities 128

      21. Other current liabilities 128

      22. Commitments and guarantees 129

    3. 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:

  1. 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.

  2. 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.

  3. 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.

  1. ‌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.

  2. ‌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".

  3. ‌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 2025
  4. ‌Consolidated 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.

    **************

  5. ‌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.

    (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 and explanatory notes to the consolidated financial statements At 31 December 2025
  6. ‌Consolidated financial statements of the B&C Speakers Group at 31 December 2025

    1. ‌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

    2. ‌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

    3. 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

    4. ‌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

  7. ‌Explanatory notes to the consolidated financial statements at 31 December 2025

    1. ‌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

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