INTRODUCTION
The Directive 2022/2464/EU on Corporate Sustainability Reporting (the CSRD) imposes detailed sustainability reporting obligations on large undertakings and listed SMEs across the EU. The obligations apply on a phased basis starting from financial years commencing on or after 1 January 2024, with later application for smaller entities and certain subsidiaries. This article traces the implementation of the CSRD in Ireland and
FIRST SET OF CSRD IMPLEMENTING REGULATIONS
The European Union (Corporate Sustainability Reporting) Regulations 2024 (the First Regulations) came into effect on 6 July 2024. The First Regulations were intended to implement the CSRD in Ireland. Among other things, the First Regulations introduced a new Part 28 to Ireland’s Companies Act 2014. For more details, see our previous article.
SECOND SET OF CSRD IMPLEMENTING REGULATIONS
While Ireland’s transposition of the CSRD was timely, the First Regulations gave rise to several practical and legal concerns. These included:
- The definition of “applicable company” appeared to capture entities — such as certain public limited companies (PLCs) — that were not clearly intended to fall within scope at this stage under the CSRD itself.
- The conditions for exempting subsidiaries from individual sustainability reporting where the group report covers the necessary information appeared narrower than under CSRD.
- The rules for subsidiaries of third-country undertakings raised concerns that they might require standalone reporting from Irish subsidiaries even where adequate consolidated group reports were already being published elsewhere.
In response, the Government issued the European Union (Corporate Sustainability Reporting) (No. 2) Regulations 2024 (the Second Regulations) in October 2024. The purpose of the Second Regulations was to amend the First Regulations and address some of the key difficulties.
Following the publication of the Second Regulations, the Government published a set Frequently Asked Questions (the FAQs) on the Regulations. As the FAQs acknowledge, the information contained therein is not intended to be a legal interpretation of Part 28 of the Companies Act 2014 as introduced by the First Regulations.
For more details, see our previous article.
THIRD SET OF CSRD IMPLEMENTING REGULATIONS
The Second Regulations went some way toward improving alignment with the CSRD — including by clarifying the exemption available to subsidiaries included in a compliant group sustainability report. However, they did not address all concerns. Notably, the broad definition of “applicable company” remained unchanged. As a result, more Irish companies fall into the reporting regime than was likely intended under the Directive. Further amending regulations are expected.
On 7 July 2025, the Government made the European Union (Corporate Sustainability Reporting) Regulations 2025 (S.I. No. 309 of 2025) (the Third Regulations) to address some of the perceived shortcomings of the Second Regulations and to implement Directive (EU) 2025/794, commonly referred to as the “stop-the-clock” Directive, which revised the CSRD’s original timeline for application by pushing back reporting dates for certain categories of companies. For more details, see our previous article.
The Third Regulations make targeted amendments to section 1587 of the Companies Act 2014 — the provision governing the application of sustainability reporting obligations under Part 28. In particular, the Regulations defer the application of the corporate sustainability reporting requirements for two key categories of companies:
- For companies previously scheduled to begin reporting for financial years commencing on or after 1 January 2025, the obligation is now postponed to 1 January 2027.
- For companies previously scheduled to begin reporting from 1 January 2026, the date is now deferred to 1 January 2028.
These changes do not alter the content of the sustainability reporting obligations under Part 28 — only their timing. The deferrals are particularly important for in-scope Irish companies that were facing a tight compliance timeline under the original regulations.
The Third Regulations also make several technical clarifications to the Companies Act, including:
- A revised definition of “net turnover”, confirming that it excludes VAT and taxes directly linked to turnover.
- Clarification that ineligible entities (e.g., certain financial institutions) are not counted when determining whether a group meets the thresholds for sustainability reporting.
- Clarification that Irish subsidiaries of third-country undertakings are in scope if the ultimate parent has net turnover exceeding €150 million in the EU for each of the past two years.
The Regulations also expand the exemption available to Irish subsidiaries of EU-parented groups. A subsidiary can now rely on a sustainability report prepared in another Member State under the EU Accounting Directive, provided it is properly included in the consolidated group report and other conditions are met.
SUMMARY OF KEY CHANGES
The key changes introduced by the Third Regulations may be summarised, as follows:
- The start date for certain categories of companies to begin sustainability reporting has been deferred by two years, to 2027 or 2028, depending on the company’s classification.
- The definition of “net turnover” has been clarified to exclude trade discounts and turnover-based taxes.
- Ineligible entities (e.g., regulated financial entities) are excluded from threshold calculations for determining reporting obligations.
- The scope of reporting exemptions for Irish subsidiaries has been expanded to include cases where the parent is in another EU Member State.
- Subsidiaries of non-EU groups must report where the ultimate parent’s EU turnover exceeds €150 million, unless a valid group exemption applies.
WHAT CAN YOU DO NOW?
There are several steps companies can take now to prepare:
- Reassess your scope. Consider with your legal advisers whether your company qualifies as an “applicable company” under Part 28. This includes a review of company size, structure, and regulatory status.
- Review timelines. If your company was originally due to report from 2025 or 2026, review how the revised dates in S.I. 309 of 2025 affect your obligations.
- Check for group-level exemptions. If your company is a subsidiary of an EU or non-EU parent, assess whether you may rely on a consolidated group sustainability report.
- Engage with stakeholders. If your company is within the value chain of a large in-scope company, reach out to identify the ESG data you may be asked to provide.
- Assess readiness. Begin preparing your internal reporting systems, data capture capabilities, and governance processes in line with the ESRS framework.
While the latest amending regulations provide additional time and clarity, the core obligations remain significant, at least for now. Companies should use the deferral period to plan and implement effective compliance frameworks and continue to monitor for further legislative developments for any changes to the CSRD itself.
For more information, please contact John Gaffney or your usual contact in Beauchamps LLP.