D-Audit Consulting

CSRD e PMI: chi deve redigere il bilancio di sostenibilità e da quando

Sogand Nobahar — Thu, 20 Nov 2025 17:46:01 +0000

CSRD and SMEs: who must prepare a sustainability statement and when

Obligations, timelines, essential ESRS and a six-month roadmap to get started without blocking the business.

CSRD extends the scope beyond NFRD to large undertakings and listed companies, including listed SMEs. In Italy, listed SMEs are in scope for financial years starting on or after 1 January 2028, with the first sustainability report due in 2029. Earlier listed-SME opt-out windows do not extend beyond 2028.

Which ESRS apply

Sustainability information must follow the ESRS approved by Delegated Regulation (EU) 2023/2772, available in consolidated form on EUR-Lex. The ESRS set general principles, cross-cutting disclosures and topical standards for environmental, social and governance matters.

Unlisted SMEs: the “light” route

For SMEs not directly subject to CSRD, the Commission has issued a voluntary VSME standard so they can respond proportionately to customer or bank requests along the value chain. Q&A and support materials are available on the Commission’s portal.

Assurance: what to expect

CSRD requires limited assurance on sustainability information. While the final EU assurance standard is pending, the CEAOB has issued guidance for limited assurance. A target date of 1 October 2026 was previously indicated. In 2025, through the Omnibus proposal, the Commission suggested removing the fixed date while keeping the power to adopt the standard and announcing focused guidance in 2026. Keep this in mind when planning.

Double materiality in practice

Create a list of potentially relevant topics.
Assess impacts on the company and the company’s impacts on people and the environment.
Engage stakeholders and document evidence.
Decide which topics are material and select KPIs with verifiable data sources.
The ESRS always require general disclosures and control information, with proportionality options for smaller entities.

Six-month operational roadmap

Month 1 Scoping, stakeholder map, ESRS gap analysis.
Month 2 Double materiality, data plan, roles and responsibilities.
Month 3-4 KPI collection, IT controls and data quality, traceable archiving.
Month 5 Draft report with methodology notes and links to the financial statements.
Month 7 Review with the auditor for limited assurance, fixes and approval.

Watch the group perimeter

Groups with EU and non-EU components need coordination between the group auditor and component auditors with access to the reporting package. Group audits are framed by ISA 600 (Revised).

How D-Audit can support you

We set up double materiality in a lean way, define business-relevant KPIs, design data flows between Finance and Sustainability and prepare a verifiable ESG chapter. The goal is to reach reporting with files ready, data quality under control and reliable timelines for assurance.

L'articolo CSRD e PMI: chi deve redigere il bilancio di sostenibilità e da quando proviene da D-Audit Consulting.

Operazioni straordinarie: come valutare i rischi fiscali prima di un’acquisizione

Sogand Nobahar — Mon, 17 Nov 2025 10:37:30 +0000

Extraordinary Transactions: How to Assess Tax Risks Before an Acquisition

Tax due diligence for SMEs. Key checks, potential liabilities and clauses that protect price.

Acquisitions in the SME space are often fast and business driven. Without a solid tax due diligence, buyers may also purchase hidden liabilities that surface after closing. A technical review done before signing protects both price and continuity.

Where tax risks arise

VAT and withholdings: undocumented transactions, reverse charge mistakes, unpaid withholdings.
Direct taxes: unsupported deductions, loss carryforwards that cannot be used.
Tax credits: irregular use or credits that are not legally due.
Intragroup transactions: missing transfer pricing documentation.
Cross-border reporting and permanent establishment: foreign presence not monitored.
Litigation: ongoing assessments and potential penalties.

Share deal or asset deal

Share deal: Past risks are acquired with the shares. Buyers need warranties and price adjustments.
Asset deal: Buyers pick assets or business units. Watch capital gains, VAT and indirect taxes.

How to structure the tax due diligence

Scoping: Tax perimeter, fiscal years to cover, foreign entities and branches.
Documents: Tax returns, payment proofs, contracts, transfer pricing file, rulings and positions.
Testing: Samples on VAT, withholdings, expenses, credits and losses.
Evaluation: Risk matrix with likelihood and estimated financial impact.
Output: Short decision-ready report for negotiations.

Clauses that protect the buyer

Representations and warranties on the tax position.
Indemnities tailored to specific findings.
Escrow or holdback to cover potential exposures.
Post-closing covenants and timely information duties.

Short case study

The target holds tax credits worth 500k that are only partly supported. The due diligence rates a medium risk. The SPA includes a dedicated indemnity and a price adjustment conditional on the tax authority’s confirmation.

How D-Audit can support you

We run a focused tax due diligence that targets what moves the price. You receive a clear risk matrix and practical economic clauses to manage exposures, working alongside your legal and financial advisors.

L'articolo Operazioni straordinarie: come valutare i rischi fiscali prima di un’acquisizione proviene da D-Audit Consulting.

Revisione legale 2026: cosa cambia e come prepararsi in tempo

Sogand Nobahar — Thu, 13 Nov 2025 15:00:35 +0000

Statutory audit 2026: what changes and how to prepare in time

A practical guide for businesses and supervisory bodies on the new rules, deadlines and operational checks.

From 2026 listed SMEs fall under the CSRD scope with sustainability reports subject to limited assurance, with an opt-out option until 2028. Financial audit and sustainability assurance need to be coordinated.
Group audits follow ISA 600 (Revised) for periods beginning 15 December 2023.This already affects 2024 financial statements, with planning and documentation impacts in 2025–2026.
Resta centrale ISA Italia 315 su identificazione e valutazione dei rischi e il quadro italiano di D.Lgs. 39/2010. Rafforzare controlli interni e governance è prioritario.

1) 2026 at a glance

CSRD and listed SMEs. Small and medium-sized enterprises listed on on EU regulated markets come into scope from 1 January 2026. An opt-out is available until 2028. ESRS LSME apply with proportionate disclosure requirements. Sustainability information is initially subject to limited assurance, with EU assurance standards to be adopted by 1 October 2026.

Group audits. Under ISA 600 (Revised) the group auditor must direct and integrate component auditors’ work more robustly, planning risks, materiality and responses at both group and component level. It is effective for periods beginning on 15.12.2023, therefore relevant for 2024 year-ends and beyond.

Practical impacts for companies and oversight bodies

Internal controls and risk assessment.. ISA Italia 315 requires a stronger risk map, control framework and IT environment. Gaps in processes, segregation of duties and data lineage increase risk and audit timelines.
Governance and responsibilities.. In Italy, statutory audit is governed by Legislative Decree 39/2010. Coordination among the Board of Directors, Board of Statutory Auditors/Organismo di Vigilanza and the auditor reduces findings and unexpected costs.
Sustainability and finance. ESG data flows are entering the annual closing process. For listed SMEs, integrating environmental and social KPIs into accounting and control systems is essential to support future limited assurance.

Operational roadmap to 2026

Within 90 days

Gap analysis on accounting processes, internal controls, IT and data governance against ISA 315.
CSRD/ESRS assessment: confirm 2026 scope, identify data, sources and owners.
Groups: update Group Audit Instructions per ISA 600 (Revised) and set the communication plan with component auditors.

Within 6–9 months

Testing of controls on high-risk areas.
ESG data model: define metrics, data-quality controls, traceability and archiving for the audit trail.
Consolidation manual updated with group materiality, error thresholds and a calendar of requests to components.

Within 12 months

Audit simulation: dry-run of limited assurance on the ESG section and an integrated finance–ESG closing.
Training for finance, control and sustainability teams; mandatory updates for auditors as required by the MEF.

Quick checklist to be ready

Significant risks mapped and linked to key controls.
Consolidation policies and Group Instructions updated.
Financial and ESG materiality defined and documented.
Data owners assigned for each priority ESG disclosure.
Calendar of requests for group companies and data providers.

5) How D-Audit can support you

Readiness assessment on statutory audit and sustainability.
Control design and implementation support.
Group-audit coordination and instruction packages.
argeted training for CFOs, boards and control functions.

L'articolo Revisione legale 2026: cosa cambia e come prepararsi in tempo proviene da D-Audit Consulting.