Executive summary
The EU Corporate Sustainability Reporting Directive (CSRD) framework before the 2026 change is essentially the CSRD Directive (EU) 2022/2464 as it amended the Accounting Directive (2013/34/EU), with a phased-in (“waves”) application schedule starting from FY 2024 for large “public-interest entities” (PIEs) already in the former NFRD perimeter, then expanding in FY 2025 to other large undertakings, and in FY 2026 to listed SMEs and certain financial/insurance categories—paired with a listed-SME “opt-out” until FY 2028. [1]
Italy implemented CSRD via Legislative Decree (D.Lgs.) 125/2024, which (i) sets out the Italian reporting architecture (sustainability information inside the management report), (ii) embeds the double materiality logic, (iii) expects reporting “in accordance with Commission‑adopted standards” (ESRS), (iv) introduces assurance (limited assurance at first, with a later possible upgrade to reasonable assurance), and (v) links sustainability reporting to digital-format requirements and taxonomy disclosures. [2]
The Italian “decreto Omnibus” relevant to CSRD is the coordinated text of DL 95/2025 converted into Law 118/2025, which amends D.Lgs. 125/2024 mainly to:
– postpone wave 2 and wave 3 start dates in Italy (FY 2025 → FY 2027; FY 2026 → FY 2028);
– repeal the listed‑SME “opt‑out” clause in D.Lgs. 125/2024 (largely because, after the postponement, it becomes redundant and would create internal cross‑reference issues);
– adjust certain governance/audit mechanics for issuers by inserting a new amendment impacting the corporate governance report audit statement; and
– postpone a MEF/Consob study deadline (from “within 18 months” to a fixed 31 October 2028 date). [3]
In parallel, the EU “Omnibus I” reform for sustainability reporting is Directive (EU) 2026/470, in force since 18 March 2026 and to be transposed by Member States by 19 March 2027 (for the CSRD‑relevant part). It is substantially more transformative than Italy’s 2025 Omnibus: it narrows mandatory CSRD‑style reporting to undertakings (and parent groups / listed issuers) that simultaneously exceed €450 million net turnover and 1,000 employees, strengthens “value chain” protections for sub‑1,000 employee suppliers (“protected undertakings”), introduces a Commission‑adopted voluntary reporting standard for undertakings below 1,000 employees by 19 July 2026, and clarifies digital tagging timing (“no tagging required until tagging rules are adopted in the ESEF delegated regulation”). [4]
As of 22 March 2026, the immediate legal baseline for Italian companies remains: D.Lgs. 125/2024 as amended by Law 118/2025 (postponements), while Directive (EU) 2026/470 is EU law in force but not yet transposed into Italian law, creating a planning period in which companies may be “scheduled-in” under current Italian rules but could later fall outside the mandatory scope once Italy transposes the EU Omnibus (depending on size thresholds). [5]
(Entities referenced once: European Union[6]; Italy[7]; European Commission[8]; European Parliament[9]; Council of the European Union[10]; CONSOB[11]; Ministero dell’economia e delle finanze[12]; EFRAG[13]; Gazzetta Ufficiale della Repubblica Italiana[14].)
Legal framework and methodology
This report compares:
– CSRD “pre‑2026 changes”: the legal configuration created by Directive (EU) 2022/2464 (CSRD) and the associated “waves” schedule originally set in CSRD’s transposition/application article, including the listed‑SME opt‑out until 2028. [1]
– Italian transposition baseline: D.Lgs. 125/2024’s individual and group sustainability reporting obligations, assurance, digital requirements and enforcement frame. [15]
– Italian “decreto Omnibus” amendments: the specific clause-by-clause changes introduced by DL 95/2025 / Law 118/2025 (coordinated text) to D.Lgs. 125/2024. [3]
– EU Omnibus I 2026/470: a separate EU-level reform that (i) changes scope thresholds, (ii) reshapes value-chain data requests, (iii) creates a voluntary SME/supplier standard, and (iv) clarifies digital tagging timing. [16]
Interpretive approach and assumptions:
– Company-size definitions, “public-interest entity” concepts, and other technical definitions are assumed as in the underlying legal texts (Accounting Directive, CSRD amendments, and Italian implementing decree) unless explicitly noted. [17]
– “Newly obliged” vs “no longer obliged” is assessed in two ways: (i) relative to the original CSRD schedule (what changes in who must report in 2025/2026 due to postponements), and (ii) relative to the post‑2026 EU Omnibus scope (what may cease to be mandatory after transposition). [18]
– This is an analytical research report, not legal advice; for binding interpretation, consult counsel and the definitive consolidated legal texts.
Side‑by‑side table of specific legal/textual changes
Italian Omnibus (DL 95/2025 / Law 118/2025) amending D.Lgs. 125/2024
The Italian Omnibus changes are narrow and textually identifiable. The table below provides clause-level changes with short excerpts (ellipses indicate truncation for brevity).
| Provision changed | Original wording (D.Lgs. 125/2024) | Omnibus wording (DL 95/2025 conv. Law 118/2025) | Legal effect / impact |
| D.Lgs. 125/2024, Art. 17(1)(b) (Wave 2 start date) | “per gli esercizi aventi inizio il … 1° gennaio 2025 …” [19] | “le parole ‘1° gennaio 2025’ sono sostituite … ‘1° gennaio 2027’” [20] | Two‑year postponement for “wave 2” (other large undertakings / parent companies) in Italy; in practice, many large non‑PIE companies do not start CSRD reporting for FY 2025–2026, but only from FY 2027. [21] |
| D.Lgs. 125/2024, Art. 17(1)(c) (Wave 3 start date) | “per gli esercizi aventi inizio il … 1° gennaio 2026 …” [19] | “le parole ‘1° gennaio 2026’ sono sostituite … ‘1° gennaio 2028’” [20] | Two‑year postponement for “wave 3” (listed SMEs, certain small/non‑complex institutions, captive insurance/reinsurance). It removes mandatory reporting for these categories in FY 2026–2027 under Italian law as currently in force. [21] |
| D.Lgs. 125/2024, Art. 3(10) (Listed‑SME opt‑out until 2028) | “Per gli esercizi … prima del 1° gennaio 2028 … le PMI quotate possono omettere …” [22] | “all’articolo 3, il comma 10 è abrogato” [20] | Removes the Italian statutory opt‑out clause for listed SMEs. Practical effect is mainly structural/coordinative because wave 3 is itself postponed to FY 2028; keeping the opt‑out would be redundant and could distort internal cross‑references. [23] |
| D.Lgs. 125/2024, Art. 17(1)(c)(1) (Reference to the repealed clause) | Listed SMEs: “… fermo restando quanto previsto dall’articolo 3, comma 10” [19] | “le parole … sono soppresse” [20] | Cleans up a now‑invalid reference after Art. 3(10) repeal; avoids interpretive confusion (especially because subsequent numbering shifts would otherwise change what “comma 10” refers to). [24] |
| D.Lgs. 125/2024, Art. 18(11) (MEF/Consob study deadline) | “Entro 18 mesi dall’entrata in vigore …” [25] | Replaced with “Entro il 31 ottobre 2028” [20] | Delays the policy/economic assessment of the option on assurance market structure (and related competition / “option” choices cited in the clause). For companies, it signals a longer period of framework stability before any potential structural changes prompted by that study. [26] |
| D.Lgs. 125/2024, Art. 12(1) (New letter inserted: issuer audit statement on CG report) | Original Art. 12 already amends TUF for sustainability reporting references and diversity disclosures, but contains no “b‑bis” clause. [27] | Inserts “b‑bis) … art. 123‑bis, comma 4 …” including: “Il revisore … esprime il giudizio e rilascia la dichiarazione …” [20] | Adds/clarifies an issuer‑facing governance/audit deliverable connected to the corporate governance report (TUF art. 123‑bis). This can expand audit coordination workstreams and evidence requirements—especially for listed entities subject to both sustainability reporting and governance reporting obligations. [28] |
EU Omnibus I (Directive (EU) 2026/470) compared to pre‑2026 CSRD (Directive (EU) 2022/2464)
Directive (EU) 2026/470 is much broader than Italy’s 2025 Omnibus. The shortest, most operationally significant deltas are:
| Theme / amended legal anchor | Pre‑2026 CSRD position (illustrative excerpt) | 2026/470 amended position (illustrative excerpt) | Legal effect / impact |
| Core scope threshold for sustainability reporting in the management report (Accounting Directive, Art. 19a(1) as amended) | CSRD’s phased schedule applies to “large undertakings” and later listed SMEs, etc. (see CSRD transposition schedule in Art. 5(2): FY 2024/2025/2026). [29] | Sustainability reporting obligation is narrowed to undertakings with net turnover > €450,000,000 and >1,000 employees (both). [30] | Potentially removes mandatory reporting for many “large” undertakings under the prior definition (e.g., large but <1,000 employees, or large but <€450m turnover), once Member States transpose. [31] |
| CSRD application schedule is rewritten (CSRD Art. 5(2)) | CSRD Art. 5(2) originally sets: FY 2024 for large PIEs >500 employees; FY 2025 for other large undertakings; FY 2026 for listed SMEs and other categories. [29] | CSRD Art. 5(2) is adjusted to: (i) reframe letter a) as FY 2024–2026; (ii) replace the “wave 2” trigger with the €450m + 1,000 employees test; and (iii) delete letter c) (i.e., removing the scheduled “wave 3” class at EU level). [32] | Removes the mandatory “listed SME wave” schedule in EU law and aligns timing to the narrowed perimeter; introduces transitional relief for certain firms (see next row). [32] |
| Transitional relief for companies that started reporting in FY 2024 but are no longer in scope | Pre‑2026 CSRD has no equivalent “optional time-limited exemption” tied to a later scope reduction (because the scope was expanding). [29] | Member States may exempt undertakings/issuers that do not meet the €450m/1,000 thresholds from the obligation for FYs starting between 1 Jan 2025 and 31 Dec 2026 (as described in the added clause). [33] | Enables a “soft landing” for certain wave‑1 reporters pushed out of scope by the Omnibus thresholds; however, it is framed as a Member State option, so national implementation choices matter. [34] |
| Value chain protection: “protected undertaking” and right to refuse overbroad requests (Accounting Directive, Art. 19a(3) additions) | Pre‑2026 CSRD requires companies to include value chain information and anticipates use of estimates/transitory disclosures, but does not create a supplier’s statutory refusal right against customer data demands. [35] | Defines “protected undertaking” (not exceeding 1,000 employees) and provides a legal right to refuse requests beyond the voluntary principles; contract terms contrary to this are not binding; companies may rely on self‑declarations (with a “manifestly wrong” carve‑out). [36] | Shifts supply-chain data governance: large reporters must re‑design questionnaires, contracts and collection processes, while sub‑1,000‑employee suppliers gain enforceable limits. [37] |
| Mandatory SME standards removed; voluntary standard mandated by mid‑2026 (Accounting Directive: deletion of Art. 29‑quater; insertion of Art. 29‑quater bis) | CSRD architecture included SME‑tailored standards and an opt‑out until 2028 for listed SMEs. [38] | Deletes Art. 29‑quater and inserts Art. 29‑quater bis: Commission must adopt a voluntary sustainability reporting standard (for undertakings below 1,000 employees), by 19 July 2026, based on Commission Recommendation (EU) 2025/1710. [39] | Pivots the “SME reporting lane” from mandatory to voluntary; also makes the voluntary standard the effective “ceiling” for what large reporters can request from protected suppliers. [40] |
| Digital format and tagging: explicit “no tagging until tagging rules exist” (Accounting Directive, Art. 29‑quinquies) | Pre‑2026 CSRD and Italy’s D.Lgs. 125/2024 require ESEF-format management report and tagging (“marking”) of sustainability information (including taxonomy Art. 8 info), but the timing and availability of tagging taxonomies was a practical constraint. [22] | Confirms ESEF format and tagging requirement, but adds a clear rule: until tagging rules are adopted in the ESEF delegated regulation, companies are not required to tag sustainability reporting. [41] | Reduces near‑term technical non‑compliance risk while preserving a future tagging mandate; supports staged IT implementation and avoids premature tooling lock‑in. [42] |
| Third‑country groups: thresholds increased (Accounting Directive, Art. 40‑bis) | Pre‑2026 CSRD: branch threshold €40m and group EU turnover threshold €150m (two consecutive years). [43] | 2026/470: subsidiary/branch threshold becomes €200m and group EU turnover threshold becomes €450m (two consecutive years). [44] | Significantly fewer third‑country groups and branches/subsidiaries fall into EU sustainability reporting via Art. 40‑bis. [45] |
Scope, affected entities, thresholds and dates (Italy and the EU 2026/470 Omnibus)
Baseline CSRD scope and “waves” before the 2026 Omnibus
Under the original CSRD implementation article:
– Wave 1: FYs starting 1 Jan 2024—large undertakings that are PIEs and exceed the 500‑employee criterion, and PIE parent undertakings of large groups exceeding 500 employees on a consolidated basis. [29]
– Wave 2: FYs starting 1 Jan 2025—other large undertakings and other parent undertakings of large groups. [29]
– Wave 3: FYs starting 1 Jan 2026—listed SMEs (excluding micro), certain small/non‑complex institutions, captive insurance and captive reinsurance (subject to conditions). [29]
– Listed SMEs benefited from a temporary opt‑out: for FYs starting before 1 Jan 2028, SMEs could decide not to include sustainability reporting, provided they briefly explained why. [35]
“Stop‑the‑clock” postponement and Italy’s Omnibus transposition (the practical “effective 2026” impact)
Directive (EU) 2025/794 explicitly changes CSRD’s application dates by replacing the wave 2 and wave 3 introductory phrases with:
– “FYs starting 1 Jan 2027 …” (wave 2), and
– “FYs starting 1 Jan 2028 …” (wave 3). [46]
Italy’s Law 118/2025 implements this postponement in D.Lgs. 125/2024 by amending Art. 17(1)(b) and (c) accordingly. [23]
Italy’s currently applicable schedule (as of 22 March 2026) is therefore:
– Wave 1 still starts in FY 2024 for the “NFRD‑like” PIE >500 employee cohort. [19]
– Wave 2 starts in FY 2027 (not FY 2025). [23]
– Wave 3 starts in FY 2028 (not FY 2026). [23]
Regarding “newly obliged” vs “no longer obliged” in 2026 due to the Italian Omnibus:
– No major category becomes newly obliged earlier; the Omnibus effect is directionally a deferral/relief for wave‑2 and wave‑3 entities. [23]
– Conversely, relative to the original CSRD schedule, companies that would have been required to report for FY 2025 or FY 2026 are not obliged in those years under Italian law (they remain “scheduled‑in” later). [21]
EU Omnibus I 2026/470: scope contraction (post‑transposition scenario)
Directive (EU) 2026/470 (in force 18 March 2026) rewrites the core scope anchor to a double threshold: undertakings with net turnover > €450m and >1,000 employees must include sustainability information in the management report. [31]
It also modifies CSRD’s own application schedule (Art. 5(2)) to align with that new scope logic, including deleting the former letter (c) “wave 3” pathway. [32]
Important transitional feature: Member States may exempt certain undertakings/issuers that do not meet the new thresholds from complying for FYs starting between 1 Jan 2025 and 31 Dec 2026 (a transitional bridge for entities already in wave 1 but no longer in the narrowed scope). [34]
For third‑country groups (reporting via EU subsidiaries/branches), 2026/470 increases thresholds:
– subsidiary threshold to €200m net turnover;
– branch threshold to €200m net turnover; and
– group EU turnover test to €450m for each of the last two consecutive financial years. [47]
This is a major contraction relative to the pre‑2026 CSRD configuration (branch threshold €40m and group EU turnover €150m). [43]
Key dates and transition periods (Mermaid timeline)
Where financial years are non-calendar, the trigger is “financial years starting on/after” the relevant dates.) [48]
Reporting content and technical requirements (ESG topics, double materiality, taxonomy, assurance, digital tagging, standards)
ESG coverage and double materiality
Italy’s D.Lgs. 125/2024 defines the core informational purpose in double materiality terms: information needed to understand both (i) the impact of the undertaking on sustainability matters and (ii) how sustainability matters affect the undertaking’s performance, results and position. [49]
The statute also spells out the minimum architecture of disclosures: business model and strategy resilience (including climate transition compatibility), sustainability-linked opportunities, planning and investment; time-bound targets (including GHG targets at least for 2030 and 2050 if applicable); governance roles/skills; policies; incentive systems; due diligence procedures; principal actual/potential adverse impacts in the value chain; principal risks and dependencies; and related indicators. [49]
The EU Omnibus 2026/470’s new threshold-based obligation retains the same double-materiality phrasing (impact plus financial effects) but limits it to the narrowed scope cohort (≥€450m net turnover and >1,000 employees). [50]
Value chain information: from “transitional explanation” to “protected undertaking” rights
Under the Italian implementation, reporting must include value-chain information where applicable; for the first three reporting financial years, if not all value-chain information is available, the company must explain efforts, reasons, and future plans to obtain the data. [49]
The EU Omnibus 2026/470 introduces a structural safeguard: companies may rely on self‑declarations to determine if a value-chain entity is “protected,” and protected undertakings have an explicit legal right to refuse providing information beyond the voluntary standard; contracting around that limit is not binding. [36]
This sits alongside (not replacing) a three‑year transition concept: 2026/470 also preserves a statement that during the first three years of being subject to sustainability reporting obligations, where value chain information is not available, the undertaking should explain efforts/reasons/plans; after that, it may use information obtained directly or estimates as appropriate. [51]
For interpretive practice, the Commission’s official FAQ package (Aug 2024) explicitly anticipates the use of estimates rather than collecting supplier data in every case—illustrating that “value chain data realism” is a recurring regulatory theme even before the 2026 Omnibus. [52]
Reporting standards: ESRS and the new voluntary principles lane
In Italy, companies provide the required sustainability information in accordance with standards adopted by the European Commission (ESRS), referenced through the Accounting Directive’s “Article 29‑ter” mechanism. [49]
Official EU Commission guidance states that companies subject to CSRD “have to report according to” ESRS, and that the standards are technically developed in draft by EFRAG. [53]
For listed SMEs and other “reduced reporting” categories, D.Lgs. 125/2024 allows a limited dataset and references Commission standards adopted via the Accounting Directive’s “Article 29‑quater” pathway. [22]
EU Omnibus 2026/470 deletes the “Article 29‑quater” lane and creates a new “Article 29‑quater bis” lane: the Commission must adopt voluntary sustainability reporting standards for entities not exceeding 1,000 employees, by 19 July 2026, based on Commission Recommendation (EU) 2025/1710 and proportional to SME capacities. [39]
The Recommendation itself emphasises the market aim of a voluntary SME standard: to be accepted by users (banks/large companies) as a substitute for fragmented questionnaires, and it references EFRAG’s technical development work. [54]
Taxonomy alignment
D.Lgs. 125/2024 integrates EU taxonomy alignment explicitly: the management report must be prepared in the specified electronic format and must tag sustainability reporting, “including the information under Article 8 of Regulation (EU) 2020/852.” [22]
Assurance in Italy also explicitly requires conclusions about compliance with taxonomy disclosure obligations under Article 8 of Regulation (EU) 2020/852. [55]
EU Omnibus 2026/470 maintains the linkage: the single electronic reporting format provision requires tagging sustainability information “including taxonomy Article 8 information,” but it phases tagging timing (see below). [56]
Assurance: limited vs reasonable assurance, and audit system implications
Italy’s D.Lgs. 125/2024 sets the assurance model as:
– an engagement designed to obtain limited assurance initially;
– with a shift to reasonable assurance after the Commission adopts the relevant delegated act under the Audit Directive framework (as referenced in the clause). [55]
The D.Lgs. also embeds enforcement and professional standards infrastructure—e.g., integrating sustainability assurance into Italy’s audit-law framework and specifying time‑limited caps on certain sanctions in the initial period. [57]
At EU level, 2026/470 also touches audit governance and introduces transitional provisions for third‑country audit/assurance actors in sustainability reporting contexts (not reproduced here in full), reinforcing that assurance remains a core compliance pillar even as scope narrows. [58]
Digital tagging / XBRL and ESEF-format reporting
Italy’s D.Lgs. 125/2024 requires management reports to be prepared in the electronic reporting format referenced to the ESEF delegated regulation and to “tag/mark” sustainability reporting (including taxonomy information). [22]
EU Omnibus 2026/470 confirms ESEF format and tagging, but adds a decisive rule: until the tagging rules are adopted in the ESEF delegated regulation, companies are not required to tag sustainability reporting (both for individual and consolidated reporting). [41]
2026/470 also introduces EU-level “digital support” measures such as a Commission portal for guidance and templates and a report on technological solutions by 19 March 2028, which may influence mid‑term IT architecture choices. [41]
Practical compliance impacts, enforcement implications, and implementation toolkit
Practical impacts for companies still obliged
This subsection covers two “still obliged” cohorts:
– Short-term (Italy now): wave‑1 companies reporting for FY 2024 (reports published in 2025). [59]
– Medium-term (post‑transposition EU Omnibus): companies that remain within the narrowed scope (net turnover > €450m and >1,000 employees) once Italy and other Member States transpose Directive 2026/470 (deadline 19 March 2027). [31]
For these companies, the dominant compliance drivers remain: governance accountability, auditability of double materiality, value chain data governance under tighter legal constraints, and technology enablement.
Process and governance architecture
A robust CSRD program (even under narrowed scope) requires an auditable end‑to‑end process: defining sustainability matters, performing double materiality assessment, designing KPIs/metrics, and mapping disclosures to internal owners. Italy’s D.Lgs. explicitly requires the company to describe procedures used to identify what information was included, reinforcing the need for a documented methodology (not just outcomes). [49]
Board and supervisory body obligations in Italy are explicit: administrators are responsible for ensuring required information is provided, with the supervisory body monitoring compliance and reporting to the shareholders’ meeting. [60]
Supply-chain operating model
Even before the 2026 EU Omnibus, firms were expected to address value chain information with transitional explanations and, pragmatically, estimates where necessary. [61]
Post‑2026/470, large reporters must adapt to the “protected undertaking” regime: vendor questionnaires and contractual clauses cannot compel disclosure beyond the voluntary standard, and firms should implement workflows to detect “protected” status and support lawful data‑request boundaries. [62]
Assurance readiness and control environment
Italy requires limited assurance at first, with a later possible move to reasonable assurance. This typically implies a staged internal-control buildout: evidence management, change control on calculation methodologies, segregation of duties for ESG data, and alignment with the auditor’s expectations. [63]
IT systems and digital reporting
Italian law expects electronic-format preparation and tagging of sustainability disclosures; EU 2026/470 clarifies the sequencing: robust ESEF-format preparation can proceed while tagging may be deferred until EU tagging rules are adopted. Practically, this suggests a two‑layer IT roadmap: (i) structured data capture and consolidation now, (ii) tagging automation later. [64]
Cost and timeline pressures
The deferral in Italy for wave‑2 and wave‑3 provides a time buffer, but wave‑1 firms run on tight publication cycles (FY 2024 reporting published in 2025). The Commission highlights that the first CSRD companies apply rules for FY 2024 with reports published in 2025, underscoring near-term delivery pressure. [65]
Practical impacts for companies no longer obliged (or postponed out of obligation)
This subsection again distinguishes two situations:
– Postponed (Italy 2026): wave‑2 and wave‑3 companies are not required yet (moved to FY 2027/2028). [23]
– Potentially no longer mandatory after EU 2026/470 transposition: large undertakings under traditional definitions that fall below the new €450m/1,000 thresholds may exit the mandatory perimeter (subject to national transposition choices and transitional options). [31]
For “postponed” companies (still expected to enter later under current Italian law)
The two-year postponement is best treated as a structured implementation runway, not a pause: materiality scoping, data mapping, and pilot disclosures are smoother in a “dry run” year than in the first mandatory year. The 2024‑level content requirements in D.Lgs. 125/2024 are extensive (targets, due diligence, value chain impacts, etc.), so early capacity building can reduce assurance friction later. [66]
For “potentially no longer mandatory” companies under EU 2026/470
Even if mandatory reporting ceases, three forces often keep ESG reporting “alive” operationally:
1) Value chain demand persists, but with stronger legal protections: sub‑1,000 employee suppliers gain the right to refuse requests beyond the voluntary standard, implying that adopting the voluntary standard may become an efficient “single answer” for multiple customers. [67]
2) Bank and investor data needs may continue (outside CSRD law), especially where lenders align credit processes with sustainability data. The Commission Recommendation explicitly targets market acceptance by banks and large companies, indicating this dynamic. [68]
3) Competitive positioning: voluntary reporting can reduce procurement friction and improve access to “ESG‑screened” opportunities, even absent legal compulsion.
Regulatory and enforcement implications (penalties, roles, and interaction with national law)
Italy: responsibility and sanctions
D.Lgs. 125/2024 places responsibility on administrators to ensure sustainability information is provided as required, and assigns oversight vigilance to the supervisory body, which reports annually to shareholders. [60]
Italy also introduces time‑limited caps on certain administrative pecuniary sanctions for a two-year period following the decree’s entry into force, including caps connected to TUF sanctions and to audit-law sanctions for sustainability auditors/firms. [60]
Coordination between authorities
D.Lgs. 125/2024 sets a coordination mechanism involving the securities regulator and public bodies—allowing protocols or committees to support functions in environmental and social sustainability and human-rights protection, while referencing the broader cooperation framework within the TUF ecosystem. [69]
Interaction with issuer law (TUF) and audit law (D.Lgs. 39/2010)
Italy’s implementation is not purely “accounting law”; it modifies the TUF and the audit decree to embed sustainability assurance and issuer disclosure. [70]
The Omnibus insertion into D.Lgs. 125/2024 Art. 12(1) (new b‑bis) adds an additional issuer governance/audit statement nexus that may increase coordination burdens among finance, legal, sustainability teams and auditors. [28]
EU Omnibus 2026/470: Member State discretion and sequencing risk
The EU Omnibus introduces optional transitional exemptions and sets a transposition deadline (19 March 2027). Until transposition, national regimes remain operative, so enforcement exposure depends on Italy’s timing and choices, especially around transitional relief and the narrowed scope. [34]
Recommended implementation steps and checklist
Implementation steps (practical sequencing)
1) Determine your “perimeter scenario” under:
– current Italy (waves, postponements), and
– likely post‑2026/470 perimeter (≥€450m and >1,000 employees). [71]
2) Build a documented double materiality process (inputs, decisions, governance sign‑off) aligned to D.Lgs. content architecture. [49]
3) Design value chain data governance: supplier segmentation, protected‑status workflows, question banks aligned to the voluntary standard ceiling (and contract clause templates). [37]
4) Implement assurance-ready controls: evidence management, KPI calculation controls, management representations, auditor coordination. [63]
5) Plan digital architecture in two phases: (i) ESEF-format readiness now; (ii) tagging once EU tagging rules are adopted (avoiding premature tool lock-in). [64]
6) Adopt (or prepare to adopt) ESRS / voluntary principles depending on your obligation status; use EFRAG implementation guidance to operationalise materiality and value chain issues. [72]
Compliance checklist (condensed)
– Scope & dates: confirm wave applicability under Italian law; run a 2026/470 threshold test for sensitivity. [71]
– Governance: board ownership of sustainability disclosures; supervisory body oversight plan. [73]
– Materiality: documented double materiality methodology; stakeholder inputs; sign‑offs. [49]
– Value chain: data collection plan; estimation policy; protected‑supplier request controls; contract clauses reviewed. [74]
– Standards: ESRS mapping for mandatory reporters; voluntary standard plan for sub‑1,000 employee entities (and procurement-facing reporting packs). [75]
– Taxonomy: Article 8 disclosure workflow and ownership. [76]
– Assurance: limited assurance readiness; monitor pathway to reasonable assurance. [55]
– Digital: ESEF-format reporting capability; tagging deferred until tagging rules exist, but prepare data structures. [77]
– Enforcement: understand sanction caps (where applicable) and supervisory interactions; embed compliance monitoring. [78]
Risk / opportunity assessment with illustrative scenarios (no real company names)
Scenario A: a listed mid‑cap (600 employees; €250m turnover)
– Under current Italian law: wave 3 starts FY 2028 (postponed), and the former listed‑SME opt‑out clause is repealed (but now redundant given the new start date). [79]
– Under EU 2026/470 (if transposed fully): the company likely falls outside mandatory scope (below 1,000 employees and below €450m), but it may still need to provide sustainability data as a supplier; it can rely on the voluntary standard ceiling to manage value-chain requests. [37]
Key risk: supplier questionnaires proliferate if the company has no standardised voluntary report.
Key opportunity: adopt the voluntary standard early as a market-facing “single response,” improving procurement efficiency. [54]
Scenario B: a large manufacturer (1,800 employees; €700m turnover)
– Under Italy: wave 2 starts FY 2027 (postponed). [23]
– Under EU 2026/470: remains in scope (meets both thresholds), so must prepare for full CSRD-grade reporting and assurance. [80]
Key risk: compressing implementation into 2026–2027 leads to weak evidence trails and assurance exceptions. [55]
Key opportunity: use the postponement to build controls and digitised data flows, lowering long-run assurance costs and reducing rework. [81]
Scenario C: non‑EU parent with an EU branch (EU branch turnover €210m; group EU turnover €460m)
– Pre‑2026 CSRD: branch reporting could trigger at much lower thresholds (branch €40m and group EU turnover €150m). [43]
– EU 2026/470: thresholds increase (branch €200m and group EU turnover €450m), so this scenario remains potentially in scope but with a higher barrier; many other third‑country cases fall out. [44]
Key risk: cross‑border information collection and assurance equivalence complexity;
Key opportunity: clearer threshold lines reduce “borderline” compliance planning and may lower overall burden. [45]
Legal uncertainties, open questions, and primary-source link set
Open questions and uncertainties
Italian transposition of EU 2026/470 and national choices
Directive 2026/470 is in force but requires transposition by 19 March 2027. Key uncertainty for Italian companies in 2026 is whether Italy will implement the narrowed scope exactly as written, and how it will use optional transitional relief for FY 2025–2026 reporters that do not meet the new thresholds. [82]
Interaction between Italy’s “postponed waves” and the EU “narrowed scope”
Italy has postponed wave 2/3 entry, but the EU Omnibus may ultimately remove or reshape those cohorts. Companies should therefore treat FY 2026 as a dual-track planning year: a statutory schedule exists in Italy, but the EU-level perimeter may shrink significantly after transposition. [83]
Digital tagging implementation timing
EU 2026/470 explicitly defers tagging until tagging rules are adopted in the ESEF delegated regulation, but the timing of those tagging rules (and the technical taxonomy) remains an implementation risk for IT roadmaps. [41]
Voluntary standard content and market adoption
2026/470 mandates a delegated act by 19 July 2026 based on Recommendation 2025/1710; whether banks and large customers will standardise on it quickly—and how strictly they will accept it instead of bespoke questionnaires—remains a market adoption question (even as the Recommendation explicitly targets acceptance). [84]
Primary/official sources (links)
EU / EUR-Lex (primary)
– Directive (EU) 2022/2464 (CSRD): https://eur-lex.europa.eu/legal-content/IT/ALL/?uri=CELEX:32022L2464
– Directive (EU) 2025/794 (“stop-the-clock”): https://eur-lex.europa.eu/legal-content/IT/TXT/HTML/?uri=OJ:L_202500794
– Directive (EU) 2026/470 (Omnibus I): https://eur-lex.europa.eu/legal-content/IT/ALL/?uri=CELEX:32026L0470
– Commission Recommendation (EU) 2025/1710 (voluntary SME standard): https://eur-lex.europa.eu/legal-content/IT/ALL/?uri=CELEX:32025H1710
Italy / Official gazette (primary)
– D.Lgs. 6 September 2024, n. 125 (CSRD transposition): https://www.gazzettaufficiale.it/eli/id/2024/09/10/24G00145/sg
– Coordinated text DL 95/2025 + Law 118/2025 (includes amendments to D.Lgs. 125/2024):
https://www.gazzettaufficiale.it/atto/serie_generale/caricaDettaglioAtto/originario?atto.codiceRedazionale=25A04549&atto.dataPubblicazioneGazzetta=2025-08-09
Official guidance / institutions
– European Commission “Corporate sustainability reporting” hub (policy + timeline):
https://finance.ec.europa.eu/financial-markets/company-reporting-and-auditing/company-reporting/corporate-sustainability-reporting_en
– European Commission FAQs on CSRD implementation (publication page + PDF download):
https://finance.ec.europa.eu/publications/frequently-asked-questions-implementation-eu-corporate-sustainability-reporting-rules_en
– EFRAG ESRS implementation guidance documents hub:
https://www.efrag.org/en/projects/esrs-implementation-guidance-documents
(Where EUR‑Lex pages for certain delegated regulations may be temporarily inaccessible via automated browsing, the Commission’s official hub above links to the relevant Official Journal publications and delegated/implementing acts.) [85]
[1] [6] [17] [29] [35] [38] [43] https://eur-lex.europa.eu/legal-content/IT/ALL/?uri=CELEX%3A32022L2464
https://eur-lex.europa.eu/legal-content/IT/ALL/?uri=CELEX%3A32022L2464
[2] [9] [13] [15] [22] [49] [61] [64] [66] [74] [76] gazzettaufficiale.it
[3] [5] [14] [20] [21] [23] [24] [28] [79] [83] gazzettaufficiale.it
[4] [8] [10] [16] [30] [31] [32] [33] [34] [36] [37] [39] [40] [41] [42] [44] [45] [47] [50] [51] [56] [58] [62] [67] [77] [80] [81] [82] [84] https://eur-lex.europa.eu/legal-content/IT/ALL/?uri=CELEX%3A32026L0470
https://eur-lex.europa.eu/legal-content/IT/ALL/?uri=CELEX%3A32026L0470
[7] [18] [46] L_202500794IT.000101.fmx.xml
https://eur-lex.europa.eu/legal-content/IT/TXT/HTML/?uri=OJ%3AL_202500794
[11] [12] [25] [26] gazzettaufficiale.it
[19] [48] [59] [71] gazzettaufficiale.it
[27] [70] gazzettaufficiale.it
[52] https://finance.ec.europa.eu/publications/frequently-asked-questions-implementation-eu-corporate-sustainability-reporting-rules_en
[53] [65] [72] [75] [85] https://finance.ec.europa.eu/financial-markets/company-reporting-and-auditing/company-reporting/corporate-sustainability-reporting_en
[54] [68] EUR-Lex – 32025H1710 – EN – EUR-Lex
https://eur-lex.europa.eu/legal-content/IT/ALL/?uri=CELEX%3A32025H1710
[55] [63] https://www.gazzettaufficiale.it/atto/serie_generale/caricaArticolo?art.codiceRedazionale=24G00145&art.dataPubblicazioneGazzetta=2024-09-10&art.flagTipoArticolo=0&art.idArticolo=8&art.idGruppo=0&art.idSottoArticolo=1&art.idSottoArticolo1=10&art.progressivo=0&art.versione=1
[57] [60] [73] [78] https://www.gazzettaufficiale.it/atto/serie_generale/caricaArticolo?art.codiceRedazionale=24G00145&art.dataPubblicazioneGazzetta=2024-09-10&art.flagTipoArticolo=0&art.idArticolo=10&art.idGruppo=0&art.idSottoArticolo=1&art.idSottoArticolo1=10&art.progressivo=0&art.versione=1
[69] https://www.gazzettaufficiale.it/atto/serie_generale/caricaArticolo?art.codiceRedazionale=24G00145&art.dataPubblicazioneGazzetta=2024-09-10&art.flagTipoArticolo=0&art.idArticolo=11&art.idGruppo=0&art.idSottoArticolo=1&art.idSottoArticolo1=10&art.progressivo=0&art.versione=1