Who Must Report Under CSRD After Omnibus I? The 2026 Scope Guide

A scope conclusion should be documented as a legal-control memorandum, not as a row in an ESG project plan. Small wording differences change the outcome: “and” means both conditions must be exceeded; individual and consolidated tests are separate; a subsidiary exemption has conditions; and the third-country route uses a different threshold design. The conclusion also needs a reporting-period label because FY2024-FY2026 and FY2027 onward are treated differently.

Figure 1. CSRD scope decision tree after Omnibus I. London Reporting Academy learning visual.

Omnibus I replaces the first subparagraph of Article 19a(1) so that an undertaking is within the main individual reporting duty when, on its balance sheet date, it exceeds a net turnover of EUR 450 million and an average number of 1,000 employees during the financial year. Both thresholds must be exceeded. An undertaking with EUR 700 million turnover and 900 employees does not satisfy this main test; nor does an undertaking with 1,500 employees and EUR 300 million turnover.

Article 29a applies the same two quantitative criteria on a consolidated basis to a parent undertaking of a group. The group must exceed consolidated net turnover of EUR 450 million and an average of 1,000 employees during the financial year. The individual parent may be small on a standalone basis and still be required to prepare consolidated sustainability reporting because the group exceeds both thresholds.

The group calculation must use the definitions and consolidation approach required by the applicable accounting law and national transposition. A robust calculation file should reconcile net turnover and employee figures to the financial consolidation perimeter, identify acquisitions and disposals, explain average-headcount methodology and record any sector-specific treatment. The scope calculation is not the same as the later ESRS reporting boundary analysis, although the two must be reconciled.

A group should run at least two analyses. First, does the parent have a consolidated obligation under Article 29a? Second, does any undertaking in the group independently meet Article 19a or another route? A consolidated report may support a subsidiary exemption, but the exemption is not automatic. The subsidiary must satisfy the statutory conditions, and the national law must implement the exemption and related disclosure, publication and reference requirements.

Omnibus I also allows a parent to omit information about an acquired or merged undertaking from the consolidated statement for the transaction year, and to omit a subsidiary that leaves during the year, subject to disclosure of significant events affecting group sustainability matters. This is a reporting-boundary relief, not a conclusion that the parent or subsidiary was never in scope.

Omnibus I aligns the issuer application route under the Transparency Directive with the reduced main scope. An issuer that is an undertaking, or a parent undertaking of a group, is tested against the EUR 450 million turnover and 1,000-employee conditions on the appropriate individual or consolidated basis. Listed SMEs are removed from the mandatory sustainability-reporting regime.

A non-EU company can be relevant in two different ways. It may be an issuer under the Transparency Directive and therefore need an issuer-specific analysis. Separately, a third-country parent may fall within Article 40a because of its EU turnover and a qualifying EU subsidiary or branch. These routes should not be merged in one threshold field: the reporting obligation, report content, responsible entity and application timetable differ.

Omnibus I states that the reduced individual scope should also apply to insurance undertakings and credit institutions. The Accounting Directive’s coordination provisions cover specified credit institutions and insurance undertakings regardless of legal form when the applicable thresholds and conditions are met. A bank or insurer should not conclude that it is automatically in scope merely because it is regulated, nor automatically out of scope because its corporate form is not a standard company form.

The calculation may require sector-specific interpretation of net turnover or equivalent revenue measures, group perimeter and employee data under national law. Captive entities, small and non-complex institutions and group structures require specialist review. The scope memorandum should therefore identify the precise legal-form provision and the financial measure used rather than applying an industrial-company template unchanged.

Omnibus I introduces a narrow consolidated-reporting option for a parent that qualifies as a financial holding undertaking and whose subsidiaries’ business models and operations are independent of one another. The parent may choose not to include the consolidated sustainability information. This option is not a general exemption for investment groups. The statutory definition, non-involvement in management and independence of subsidiary operations must be tested, and any subsidiary that is in scope in its own right retains its own obligation.

Article 40a applies a separate structure. The third-country undertaking must have generated net turnover in the Union exceeding EUR 450 million for each of the last two consecutive financial years. In addition, an EU subsidiary is the publication gateway only if it exceeds EUR 200 million net turnover in the preceding financial year. Where there is no qualifying subsidiary, an EU branch is the gateway if it exceeds EUR 200 million net turnover in the preceding year.

The EU subsidiary or branch publishes and makes accessible the sustainability report of the third-country undertaking; it is not the same obligation as an EU undertaking reporting on its own behalf under Article 19a or 29a. Third-country financial holding undertakings with independent subsidiaries may have a separate option. The original and amended application timetable, reporting standards under Article 40b, equivalence and national filing rules should be verified for the target year.

Omnibus I amends the CSRD application provisions so that the first-wave route applies for financial years starting between 1 January 2024 and 31 December 2026. For financial years starting on or after 1 January 2027, the reduced thresholds apply. Undertakings that were in the original first wave but fall below either new threshold move outside scope from FY2027.

For FY2025 and FY2026, Member States may exempt undertakings or issuers that do not exceed EUR 450 million turnover or an average of 1,000 employees, including on a consolidated basis where relevant. This is an option for Member States, not a self-executing company election. The scope file must identify whether the relevant country has adopted the derogation, its effective date and any filing or disclosure conditions.

Define the reporting period and identify every relevant jurisdiction, legal entity, parent and issuer.

Classify the potential route: Article 19a individual, Article 29a consolidated, issuer route, Article 40a third-country route or more than one.

Calculate net turnover and average employees using documented definitions and individual/consolidated perimeters.

Test both thresholds and record exact-threshold cases separately.

Assess legal-form provisions for credit institutions, insurers and other public-interest entities.

Assess subsidiary exemptions, financial-holding options and transaction-year boundary reliefs.

Check national transposition, FY2025/FY2026 derogations, filing and assurance rules.

Issue a signed memorandum with conclusion, caveats, owner, approval and revalidation trigger.

Legal-entity and ownership chart, including issuer and regulated status.

Individual and consolidated financial statements and turnover reconciliation.

Average employee calculation, definitions, source systems and consolidation treatment.

Acquisition, disposal and merger register.

National transposition and derogation register with effective dates.

Subsidiary exemption checklist and parent-report availability evidence.

Third-country EU-turnover and subsidiary/branch calculation, where relevant.

Legal, finance and company-secretariat review notes and approval.

Annual revalidation trigger and change log.