CSRD: who is concerned in 2026?

Updated April 2026 - The CSRD (Corporate Sustainability Reporting Directive) imposes verified and standardised sustainability reporting on more than 50,000 companies across Europe, up from 11,700 under the former NFRD. Transposed into French law by the ordinance of 6 December 2023 and decree No. 2023-1394 of 30 December 2023, the CSRD enters its second wave of application in 2026. But simplification announcements through the Omnibus directive, adopted in late 2025, have changed the landscape. Determining whether your company falls within the scope of the CSRD in 2026 requires a precise analysis of thresholds, legal status and the applicable calendar.

To complete, also see ESG reporting, Financial reporting and Accounting firm: how to choose in 2026.

The CSRD is European Directive 2022/2464, which completely overhauls corporate non-financial reporting. It does not merely expand the scope of affected entities: it mandates detailed standards (the ESRS - European Sustainability Reporting Standards), mandatory assurance by a statutory auditor or independent third-party body (OTI), and publication in a dedicated section of the management report in xHTML electronic format.

The objective is clear: to provide investors, creditors and the public with reliable, comparable and auditable ESG information. The CSRD amends four existing European texts: the Accounting Directive, the Transparency Directive, the Audit Directive and the Audit Regulation.

The scope of the CSRD expands progressively. The official calendar, as defined by the directive and transposed into French law, is structured in three main waves:

Wave 1 - Financial years beginning on or after 1 January 2024 (reporting published in 2025)#

Affected are large public-interest entities already subject to the NFRD: companies listed on regulated markets, banks, insurance companies, meeting at least two of the following criteria:

• more than 500 employees;
• more than €50 million in net turnover (€60 million for groups);
• more than €25 million in total assets (€30 million for groups).

These companies have already published their first CSRD sustainability report in 2025.

Wave 2 - Financial years beginning on or after 1 January 2025 (reporting published in 2026)#

This is the category directly relevant in 2026. All large European and non-European companies are affected if they meet at least two of the three criteria below:

• more than 250 employees;
• more than €50 million in net turnover (€60 million at consolidated level for groups);
• more than €25 million in total assets (€30 million for groups).

Also affected are non-EU companies listed on an EU regulated market meeting these same criteria.

In practice, this means French companies with more than 250 employees whose 2026 reporting is the first affected financial year must now prepare their sustainability statement. The report must be published within four months of the financial year end.

Wave 3 - Listed SMEs (financial year beginning 1 January 2026, reporting in 2027)#

Listed SMEs on EU regulated markets (excluding micro-undertakings) theoretically enter the scope on 1 January 2026. A micro-undertaking is defined as a company not exceeding two of the following criteria: 10 employees, €450,000 in total assets, €900,000 in turnover.

However, a two-year transitional period allows listed SMEs to defer their first application until 2028 (reporting in 2029), provided they briefly state in their management report the reasons for this abstention.

Wave 4 - Large non-EU companies (financial year 2028, reporting 2029)#

Third-country groups generating more than €150 million in turnover within the EU and having an EU subsidiary subject to the CSRD or an EU branch exceeding €40 million in turnover will be required to publish a consolidated group report.

The application of CSRD thresholds follows the rules of Article 3 of the European Accounting Directive (2013/34/EU). Several points deserve particular attention:

The two-out-of-three rule. The company must meet at least two of the three criteria (headcount, turnover, total assets) for two consecutive financial years to enter the scope. Conversely, it exits the scope if it meets only one criterion for two consecutive years.

Consolidated-level reasoning. For groups, thresholds apply at the consolidated level. A subsidiary may benefit from a reporting exemption if its parent company prepares a consolidated sustainability statement in compliance with the CSRD. This exemption does not apply to large listed companies.

Non-EU companies. A company headquartered outside the EU but listed on an EU regulated market falls within the scope of the CSRD under the same size criteria. Additionally, any non-EU company with significant EU activity (branch > €40 million turnover) is subject to the directive.

The Omnibus simplification directive, adopted in late 2025, aims to reduce certain CSRD obligations for European companies. The main adjustments concern:

• a potential increase in certain scope thresholds, reducing the number of mid-cap companies affected;
• a simplification of ESRS standards for the first years of application, with extended transitional measures;
• a reduction in reporting requirements for certain catégories of companies, particularly on value chain data;
• a possible deferral of certain obligations for listed SMEs.

However, as of 1 April 2026, the exact transposition of these simplification measures into French law is still underway. The Ministry of the Economy recommends that companies not suspend their CSRD preparations while awaiting definitive implementing texts. It is better to over-prepare than to discover at the last minute that the company was indeed within scope.

Hayot Expertise insight: on the CSRD, the greatest risk is not over-preparing. It is starting from an incorrect scope diagnosis. A company that wrongly believes itself exempt exposes itself to administrative penalties and a loss of credibility with its financiers.

If your company falls within the scope of the CSRD, here are the main obligations that apply:

• Double materiality assessment: identify ESG issues that have an impact on the company (financial materiality) AND those on which the company has an impact (impact materiality). This principle of double materiality is the cornerstone of the CSRD.
• Reporting under ESRS standards: publish detailed information on governance, strategy, management of sustainability risks and opportunities, as well as indicators and targets.

The 12 cross-cutting ESRS standards cover environmental themes (climate, biodiversity, resources), social themes (workforce, value chain) and governance.

• Independent third-party assurance: the sustainability report must be certified by a statutory auditor or an OTI accredited by COFRAC, with a "limited assurance" level initially. A move to "reasonable assurance" may be required from late 2028, according to H2A guidelines published in January 2026.

• Publication in xHTML format: the report must be integrated into the management report and tagged according to the European digital taxonomy.

In France, failure to comply with CSRD obligations is sanctioned by the Autorite des Marches Financiers (AMF) for listed companies. Penalties may include:

• injunctions to publish missing information;
• financial penalties of up to €10 million or 5% of annual net turnover for legal entities;
• a note in the management report indicating the absence of a sustainability statement;
• for listed companies, a direct impact on ESG ratings and access to financing.

CSRD preparation cannot be improvised. Companies affected by the second wave (2025 financial year, 2026 reporting) have a reduced timeframe. The key steps are:

1. Scope diagnosis: verify thresholds at individual and consolidated level, identify any exemptions.
2. Double materiality analysis: map material ESG issues by involving internal and external stakeholders.
3. Gap analysis: compare already-published information (DPEF, CSR report, universal registration document) with ESRS requirements.
4. Set up data collection processes: adapt data collection tools, integrate the value chain, define responsible parties per indicator.
5. Engage with the assurer: initiate early dialogue with the statutory auditor or OTI to align expectations on the limited assurance level.

• the CSRD covers more than 50,000 companies in Europe, up from 11,700 under the NFRD;
• in 2026, companies with more than 250 employees (or €50 million turnover / €25 million total assets, two of three criteria) publish their first report;
• listed SMEs may defer their application until 2028;
• the Omnibus directive simplifiés certain obligations but does not eliminate the need for a scope diagnosis;
• the sustainability report must be verified by a third party (statutory auditor or COFRAC-accredited OTI);
• penalties for non-compliance are significant, particularly for listed companies.

We can help you qualify the scope, thresholds and compliance roadmap.

Discover our CSR, reporting and CSRD support

In April 2026, the right approach to answering the question CSRD: who is concerned? is to verify the actual scope of the company (thresholds, listed status, consolidated level), the applicable calendar (wave 2 for large companies, wave 3 with possible deferral for listed SMEs) and the effects of the Omnibus simplification texts before launching a compliance project. The CSRD is not a communication exercise: it is a verified regulatory obligation, and non-compliance exposes companies to substantial penalties.

(Official sources: économie.gouv.fr - Everything you need to know about the CSRD, AMF on CSRD sustainability reporting, EU Directive 2022/2464, Ordinance No. 2023-1142 of 6 December 2023, Decree No. 2023-1394 of 30 December 2023, H2A guidelines January 2026, EU Regulation 537/2014)