Skillful Craftsman (NASDAQ: EDTK) flags going concern amid zero revenue
Skillful Craftsman Education Technology Limited reported unaudited results for the six months ended September 30, 2025, showing no revenue from continuing operations and a net loss of $1,000,714, or $0.06 per ordinary share. The company has shifted from online education delivered through a variable interest entity to educational technology innovation, artificial intelligence skills training, and digital transformation services, now mainly conducted through its Shenzhen Jisen subsidiary.
Cash declined to $567,533 from $1,217,968, and management disclosed a working capital deficit of $1,416,332 and negative operating cash flows of $1,011,462, leading to “substantial doubt” about its ability to continue as a going concern. Results were supported by $888,398 of investment income from a long‑term stake in Fujian Pingtan Ocean Fishery Group, while operating expenses remained high at $1,242,818, driven largely by general and administrative costs.
During the period the company issued 1,000,000 Series A preferred shares to its CEO and relied on a $1,000,000 promissory note from key managers at a 6% rate, extended to March 31, 2026, highlighting dependence on related‑party financing as it restructures its business.
Positive
- None.
Negative
- Substantial going concern doubt: As of September 30, 2025 the company reported accumulated losses of $5,233,002, a working capital deficit of $1,416,332, and negative operating cash flows of $1,011,462, and stated these conditions raise substantial doubt about its ability to continue as a going concern.
Insights
Results show no revenue, continued losses, and a disclosed going concern risk while the business pivots to new education technology lines.
The company’s continuing operations generated
Liquidity is tight: cash fell to
The pivot away from the now‑terminated VIE‑based online education business toward educational technology, AI skills training, and digital transformation is still early; the new activities have not yet produced recognized revenue in this period. At the same time, the company funded itself through a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission
file number:
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Attached as Exhibit 99.1 to this report are the unaudited consolidated financial statements of Skillful Craftsman Education Technology Limited (the “Company”) as of September 30, 2025 and for the six months ended September 30, 2025. Exhibit 99.1 to this report on Form 6-K is hereby incorporated by reference in the registration statements of Skillful Craftsman Education Technology Limited on Form F-3 (No. 333-290755) to the extent not superseded by documents or reports subsequently filed.
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Scheme Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED | ||
| (Registrant) | ||
| By: | /s/ Bin Fu | |
| Name: | Bin Fu | |
| Title: | Chief Executive Officer | |
Date: January 16, 2026
Exhibit 99.1
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2025 | March 31,
2025 | |||||||
| As of | ||||||||
September 30, 2025 | March 31,
2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepayments and other current assets | ||||||||
| Other receivables | ||||||||
| Related party receivable | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Long-term investment | ||||||||
| Property and equipment, net | ||||||||
| Operating Right-of-use asset, net | ||||||||
| Long-term Related part receivable | — | |||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Taxes payable | $ | $ | ||||||
| Amounts due to related parties | ||||||||
| Accrued expenses | ||||||||
| Operating Lease Liability-current | ||||||||
| Promissory note to related parties | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Total non-current liabilities | — | — | ||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTIGENCIES | — | — | ||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary shares, par value $ | ||||||||
| Preferred shares, par value $ | — | |||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive (loss)/income | ||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-1 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | — | $ | — | ||||
| Cost of revenue | ( | ) | — | |||||
| Gross (loss)/profit | ( | ) | — | |||||
| Operating expenses: | ||||||||
| Selling and marketing expenses | ( | ) | — | |||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Total loss from operations | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Investment income / (loss) | ( | ) | ||||||
| Foreign currency exchange gain | ||||||||
| Impairment loss | ( | ) | ( | ) | ||||
| Other expenses, net | ( | ) | ( | ) | ||||
| Loss before income taxes from continuing operations | ( | ) | ( | ) | ||||
| Income tax benefits | — | — | ||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Net loss from discontinued operations | — | ( | ) | |||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustment | ||||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
| Net loss per ordinary share, basic and diluted | $ | $ | ||||||
| From continuing operation | ( | ) | ( | ) | ||||
| From discontinued operation | - | ( | ) | |||||
| Weighted average number of ordinary shares, basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Number of ordinary shares | Number of preferred shares |
Common stock | Preferred shares | Additional paid-in capital | Statutory reserve | Accumulated other comprehensive income/(loss) | Accumulated Deficit)/retained earnings | Total | ||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Shares issued to the Chief Executive Officer and Chairman of the Board of Directors of the Company | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | other | |||||||||||||||||||||||||||
| Number of | Common | paid-in | Statutory | Retained | comprehensive | |||||||||||||||||||||||
| Shares | stock | capital | reserve | Earning | loss | Total | ||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Net loss for the period | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||
| Shares issued to management | — | — | — | |||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | |||||||||||||||||||||||
| Balance as of September 30, 2024 | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: net loss from discontinued operations | - | ( | ) | |||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of Operating right-of-use assets | — | |||||||
| (Gain)/loss from long-term investment | ( | ) | ||||||
| Impairment loss related to Long-term investment | — | |||||||
| Impairment loss related to amounts due from a related party | — | |||||||
| Shares issued as consideration for employee compensation | — | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepayments and other current assets | ( | ) | ||||||
| Other receivables | ( | ) | — | |||||
| Amounts due from a related party | ( | ) | — | |||||
| Interest payable | ||||||||
| Amounts due to a related party | ( | ) | ||||||
| Accrued expenses | ||||||||
| Taxes payable | ( | ) | ( | ) | ||||
| Operating Lease Liability | ( | ) | — | |||||
| Net cash (used in) provided by operating activities – continuing operations | ( | ) | ( | ) | ||||
| Net cash (used in) provided by operating activities – discontinued operations | - | ( | ) | |||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Net cash generated from investing activities | $ | — | $ | — | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from promissory note | ||||||||
| Net cash provided by financing activities – continuing operations | ||||||||
| Net cash provided by financing activities – discontinued operations | — | — | ||||||
| Net cash generated from financing activities | $ | $ | ||||||
| Effects of foreign currency translation | ( | ) | ||||||
| Effects of foreign currency translation – Continuing operations | ( | ) | ( | ) | ||||
| Effects of foreign currency translation – Discontinued operations | — | |||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Net increase/(decrease) in cash and cash equivalents – Continuing operations | ( | ) | ( | ) | ||||
| Net increase/(decrease) in cash and cash equivalents – Discontinued operations | — | ( | ) | |||||
| Cash and cash equivalents at beginning of year – continuing operations | ||||||||
| Cash and cash equivalents at beginning of year – discontinued operations | — | |||||||
| Cash at beginning of period | ||||||||
| Cash and cash equivalents at end of the period including discontinued operations | ||||||||
| Less: Cash and cash equivalents at end of the period – discontinued operations | — | |||||||
| Cash and cash equivalents at end of year – continuing operations | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Organization and basis of financial statements |
Skillful Craftsman Education Technology Limited (“the Company” or “the Group”) is an exempted company incorporated under the laws of Cayman Islands on June 14, 2019. The Company (collectively, the “Group”) has engaged in the operation of vocational online education and technology services in the People’s Republic of China (the “PRC”) through its consolidated subsidiaries and variable interest entity (the “VIE”) due to the PRC legal restrictions on foreign ownership and investment in the education business, until March 17, 2025 when the VIE Agreements were terminated and VIE structure was dismantled.
Due to the decreased demand and changes in the market environment for online education services in China, the Company has been transitioning from online education services to educational technology innovation, artificial intelligence skills training, and the digital transformation of educational institutions since the end of 2024. The Shenzhen Qianhai Jisen Information Technology Ltd., (“Jisen Information”), an indirectly wholly owned subsidiary of the Company, currently conducts most of the new business for the Company.
As of the end of September 30, 2025, the Company had no material operations itself and it conducts its business primarily through Jisen Information.
Details of the Company’s consolidated subsidiaries were as follows:
Schedule of company's consolidated subsidiaries
| Percentage | ||||||||||
| of direct or | ||||||||||
| indirect | ||||||||||
| ownership | ||||||||||
| Date of | Place of | by the | Principal | |||||||
| Name of Entity | incorporation | incorporation | Company | activities | ||||||
| Subsidiaries: | Direct | |||||||||
| Easy Skills Technology Limited (“Hong Kong ES”) | % | |||||||||
| Skillful Craftsman Network Technology (Wuxi) Co., Ltd. (“WOFE” or “Craftsman Wuxi”) | % | |||||||||
| Shenzhen Jisen Information Tech Limited (“Jisen Information”) | % | |||||||||
| LE FIRST SKILLAND PTE. LTD. (“LFS”) | % | |||||||||
| Giga Learning Inc (“GIGA”) | ||||||||||
| F-5 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies |
| a) | Basis of presentation |
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the years ended March 31, 2025 and 2024.
| b) | Principles of consolidation |
The consolidated financial statements include the financial statements of the Company, and its subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.
| c) | Use of estimates |
In preparing the consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, prepayments, and other receivables, useful lives of property and equipment and intangible assets, the recoverability of long-lived assets and provision necessary for contingent liabilities. Actual results could differ from those estimates.
| d) | Cash |
Cash includes cash on hand, bank accounts, interest bearing savings accounts. The Group maintains most of the bank accounts in the PRC.
| e) | Accounts receivable, net |
Accounts
receivables are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The Group
usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends.
The Group establishes a provision for doubtful receivables when there is objective evidence that the Group may not be able to collect
amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision
on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions
whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis.
The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements
of income and comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management
has determined that the likelihood of collection is not probable. The Group recorded $
| F-6 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| f) | Long-term investment |
Long-term investments represent the Group’s investment in privately held company. The Group applies the equity method of accounting to account for an equity investment, in common stock or in-substance common stock, according to ASC Topic 323, Investment—Equity Method and Joint Ventures (“ASC 323”), over which it has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group’s share of the post-acquisition profits or losses of the equity investees are recorded in share of results of equity investees in the consolidated statements of operations and comprehensive income/(loss) and its share of post-acquisition movements of accumulated other comprehensive income/(loss) are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. The Group records its share of the results of equity investments on one quarter in arrears basis. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity investee represents goodwill and intangible assets acquired. When the Group’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Group does not recognize further losses, unless the Group has incurred obligations or made payments or guarantees on behalf of the equity investee, or the Group holds other investments in the equity investee.
| g) | Property and equipment, net |
Property and equipment are recorded at cost including the cost of improvements and stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred. Depreciation and amortization are provided on the straight-line method based on the estimated useful lives of the assets as follows:
Schedule of estimated useful lives of assets
| Server hardware | ||||
| Vehicles |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and comprehensive income in other income or expenses.
Direct costs that are related to the construction of property and equipment and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property and equipment, and the depreciation of these assets commences when the assets are ready for their intended use.
| F-7 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| h) | Lease |
Leases are classified at lease commencement date as either a finance lease or an operating lease. A lease is a finance lease if it meets any of the following criteria: (a) the lease transfers ownership of the underlying asset to the lessee by the end of the lease term. (b) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (c) the lease term is for the major part of the remaining economic life of the underlying asset, (d) the present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset or (e) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of the foregoing criteria is met, the lease shall be classified as an operating lease.
For a lessee, a lease is recognized as a right-of-use asset with a corresponding liability at lease commencement date. The lease liability is calculated at the present value of the lease payments not yet paid by using the lease term and discount rate determined at lease commencement. The right-of-use asset is calculated as the lease liability, increased by any initial direct costs and prepaid lease payments, reduced by any lease incentives received before lease commencement. The right-of-use asset itself is amortized on a straight-line basis unless another systematic method better reflects how the underlying asset will be used by and benefits the lessee over the lease term.
The Company estimates its incremental borrowing rate for its leases at the commencement date to determine the present value of future lease payments when the implicit rate is not readily determinable in the lease. In estimating its incremental borrowing rate, the Company considers its credit rating and publicly available data of borrowing rates for loans of similar amount, currency and term as the lease.
| i) | Impairment of long-lived assets |
The Group evaluates its long-lived assets with finite lives for impairment in accordance with ASC 360-10 whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Group evaluates the impairment by comparing carrying amount of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss based on the excess of the carrying amount of the long-lived assets over their fair value.
| j) | Fair value of financial instruments |
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The carrying amounts of financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable, and other current liabilities, approximate their fair values because of the short maturity of these instruments and market rates of interest.
| F-8 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 - Quoted prices in active markets for identical assets and liabilities. |
| ● | Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| ● | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
| k) | Revenue recognition |
The Group has adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) effective as of April 1, 2018. Under ASC 606, the Group recognizes revenue when a customer obtains control of promised goods, in an amount that reflects the consideration which the Group expects to receive in exchange for the goods. To determine revenue recognition for arrangements within the scope of ASC 606, the Group performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Group applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer.
The Company’s revenue is principally derived from technology services including software development as well as comprehensive cloud services for private companies, academic institutions and government agencies in PRC, which is recognized proportionally over the time throughout service period. As the Company was obliged to perform the services and the transaction prices were determined by the Company and customers, the Company recognized the revenue as a principal.
The Company also generates revenue from software system sales for the purpose of intelligent office operation, resource scheduling and management for private companies in PRC. The product sales revenue is recognized upon the time the customer signs the acceptance note. As the Company was obliged to provide the products and the transaction prices were determined by the Company and customers, the Company recognized the revenue as a principal.
The Company also generated revenue from the rendering of education services as principal to the members through an online education platform under Wuxi Kingway Technology Co., Ltd. (“Wuxi Wangdao”) prior to the termination of VIE on March 17, 2025. The Company recognizes service revenues on a gross basis as the Company is responsible to fulfill the promise to provide specified services. Revenues are recognized proportionally over the time throughout the service period or the VIE termination date, March 17, 2025, whichever is earlier. Upon the termination of VIE, the Company is no longer responsible for remaining unfulfilled performance obligations related to education services generated from the online education platform under Wuxi Wangdao.
Consistent with the criteria of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Group recognizes revenues when the Group satisfies a performance obligation by transferring a promised service to a customer. In accordance with ASC 606, the Group evaluates whether it is appropriate to record the gross amount of education services and related costs or the net amount earned as revenue. As the Group obtains control of the specified education services before they are transferred to the customers, thus the revenues should be recognized in the gross amount of consideration to which it expects to be entitled in exchange for the specified services transferred.
| F-9 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| l) | Employee benefit expenses |
All
eligible employees of the Group are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance,
pension benefits and housing funds through a PRC government-mandated multi-employer defined contribution plan. The Group is required
to make contributions to the plan and accrue for these benefits based on certain percentages of the qualified employees’ salaries.
The Group recorded employee benefit expenses of $
The Company grants share-based compensations to the management. The ordinary shares of the Company will be vested on the maturity date as assigned on bonus letter to the management, subject to their remaining in the continuous service of the Company or its affiliates on such date. The Company recorded employee benefit expenses over the period of service-term as assigned in the bonus letter.
| m) | Selling and marketing expenses |
Selling
and marketing are expensed as incurred in accordance with ASC 720-35. Among these, marketing and promotion costs were $
| n) | Income taxes |
The Group follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.
| F-10 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Uncertain tax positions
The
guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition
and measurement of a tax position taken or expected to be taken in a tax return. Guidance also applies to the recognition of income tax
assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties
associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. The Group recognizes interest
and penalties, if any, under accrued expenses and other current liabilities on its balance sheet and under other expenses in its consolidated
statement of operations. There were
| o) | Value added tax (“VAT”) |
The Group is subject to VAT and related surcharges on revenue generated from the rendering of education services to the members through online education platform. The Group records revenue net of output VAT. This output VAT may be offset by qualified input VAT paid by the Group to suppliers. Net VAT balance between input VAT and output VAT is recorded in the line item of tax payable on the consolidated balance sheets.
The
Group is subject to VAT at the rate of
| p) | Related parties |
The Company identifies related parties, and accounts for and discloses related party transactions in accordance with ASC 850, Related Party Disclosures, and other relevant ASC standards.
Parties, which can be a corporation or individual, are considered to be related if they have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
| q) | Statutory reserves |
The Company’s PRC subsidiaries are required to make appropriations to certain non-distributable reserve funds.
In accordance with China’s Company Laws, the Company’s PRC subsidiary that are Chinese companies, must make appropriations from their after-tax profit (as determined under the Accounting Standards for Business Enterprises as promulgated by the Ministry of Finance of the People’s Republic of China (“PRC GAAP”)) to non-distributable reserve funds including (i) statutory surplus fund and (ii) discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company.
Pursuant to the laws applicable to China’s Foreign Investment Enterprises, the Company’s subsidiaries that are foreign investment enterprises in China have to make appropriations from their after-tax profit (as determined under PRC GAAP) to reserve funds including (i) general reserve fund, (ii) enterprise expansion fund and (iii) staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of the respective company. Appropriations to the other two reserve funds are at the respective company’s discretion. The use of the general reserve fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses to increase the registered capital of the respective company. These reserves are not allowed to be transferred out as cash dividends, loans or advances, nor can they be distributed except under liquidation.
| F-11 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| r) | Earnings per share |
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as Net profit divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
| s) | Foreign currency translation |
The Group’s principal country of operations is the PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. The consolidated financial statements are reported using U.S. Dollars as the reporting currency. The results of operations and the statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of operations and comprehensive income.
The value of RMB against U.S. Dollar may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Group’s consolidated financial condition in terms of reporting. The following table outlines the currency exchange rates that were used in the consolidated financial statements:
Schedule of currency exchange rates
| September 30, 2025 | March 31, 2025 | September 30, 2024 | ||||
| Year-end spot rate | US$1= |
US$1= |
US$1= | |||
| Average rate | US$1= |
US$1= |
US$1= |
| t) | Comprehensive income / (loss) |
Comprehensive income/(loss) is defined as the changes in shareholders’ equity during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Comprehensive income or loss is reported in the consolidated statements of comprehensive income/(loss). Accumulated other comprehensive income/(loss), as presented on the accompanying consolidated balance sheets, consists of accumulated foreign currency translation adjustments.
u) Dividends
Dividends are recognized when declared. No dividends were declared for the six months periods ended September 30, 2025 and 2024, respectively. The Group does not have any present plan to pay any dividends on ordinary shares in the foreseeable future. The Group currently intends to retain the available funds and any future earnings to operate and expand the business.
| v) | Segment reporting |
In
accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group,
in deciding how to allocate resources and in assessing performance. The Group has only
| w) | Risks and uncertainties |
Exchange Rate Risks
The
Company’s Chinese subsidiaries may be exposed to significant foreign currency risks from fluctuations and the degree of volatility
of foreign exchange rates between the U.S. Dollar and the RMB. As of September 30, 2025 and March 31, 2025, the RMB denominated cash
and cash equivalents amounted to $
Currency Convertibility Risks
Substantially all of the Group’s operating activities are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with other information such as suppliers’ invoices, shipping documents and signed contracts.
| F-12 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Concentration of Credit Risks
Financial
instruments that potentially subject the Group to concentration of credit risks consist primarily of cash and cash equivalents and accounts
receivable, the balances of which stated on the consolidated balance sheets represented the Group’s maximum exposure. The Group
places its cash and cash equivalents in good credit quality financial institutions in China. In China, the insurance coverage of each
bank is RMB
These service fees are collected by Union Pay, a financial institution of high credit quality, in lump-sum for a specific contracted service period when the service contract is signed, and all the remaining amount would be settled within 2-3 days.
Country Risk
The operations of the Group are located in the PRC. Accordingly, the Group’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Group’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Group believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.
| x) | Recently adopted accounting standards |
The Group considers the applicability and impact of all accounting standards updates (“ASU”). Management periodically reviews new accounting standards that are issued.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption has no material impact on the financial statement of the Company.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Disaggregation of Income Statement Expenses: The amendments in this ASU require public companies to disclose, in interim and year-end reporting periods, additional information about certain expenses in the financial statements. These disclosures are effective beginning with 2027 annual reports, and interim reports beginning with the first quarter of 2028. Early adoption is permitted on either a prospective or retrospective basis. The adoption has no material impact on the financial statement of the Company.
The Group does not believe recently issued but not yet effective accounting standards would have a material effect on the consolidated financial position, statements of operations and cash flows.
| y) | Going Concern |
These
financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and
continue its operations for the next twelve months. As of September 30, 2025, the Company had accumulated losses of $
| 3. | Discontinued Operations |
On March 17, 2025, WOFE signed agreements to terminate its VIE arrangements with Wuxi Kingway Technology Co., Ltd., resulting in loss of control, deconsolidation of the VIE, and release of the related equity pledge. The VIE disposal was deemed a strategic shift under ASC 205-20, so the VIE’s assets, liabilities, and results are reported as discontinued operations and prior-period financial statements were retrospectively adjusted to reflect the discontinued operations’ impact.
The following table summarized operating results of the discontinued operations for the period from April 1, 2025 to September 30, 2025, and comparable prior period from April 1, 2024 to September 30, 2024.
Schedule of discontinued operations
From April 1, 2025 to September 30, 2025 | From April 1, 2024 to September 30, 2024 | |||||||
| Revenue | $ | — | $ | |||||
| Net loss | $ | — | $ | ( | ) | |||
From April 1, 2025 | From April 1, 2024 | |||||||
| to September 30, 2025 | to September 30, 2024 | |||||||
| Net cash provided by (used in) operating activities | $ | — | $ | ( | ) | |||
| Net cash provided by (used in) investing activities | — | — | ||||||
| Net cash provided by (used in) financing activities | — | — | ||||||
| Effects of exchange rate changes on cash | — | |||||||
| Net increase/(decrease) in cash and cash equivalents – Discontinued operations | $ | — | $ | ( | ) | |||
| F-13 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Cash |
Cash consisted of the following:
Schedule of cash
| September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Cash on hand | $ | $ | ||||||
| Bank balances | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
| F-14 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 5. | Long-term investment |
Long-term investment consists of investment in privately held company. The following table sets forth the changes in the Group’s Long-term investment:
Schedule of long-term investment
| Investment | ||||
| USD | ||||
| Balance as of March 31, 2025 | ||||
| Share gain (loss) from equity investments | ||||
| Impairment | — | |||
| Foreign currency translation adjustments | ||||
| Balance as of September 30, 2025 | ||||
Investment:
In January 2022, the Group reached an agreement with China Agriculture Industry Development Foundation Co., Ltd., to purchase its
Fujian
Fishery has 5 directors on its board. According to the shareholders minute, the Company appointed 1 director to the board of Fujian Fishery,
thus it has
Wuxi
Wangdao transferred its
| F-15 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 6. | Property and equipment, net |
Property and equipment consisted of the following:
Schedule of property and equipment, net
| September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Server hardware | $ | $ | ||||||
| Vehicles | ||||||||
| Property and equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
There
was
Depreciation
expenses were $
| F-16 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 7. | Operating right-of-use asset, net |
Schedule of operating right of use asset net
| March 31, | Increase/ | Exchange rate | September 30, | |||||||||||||
| 2025 | (Decrease) | translation | 2025 | |||||||||||||
| Office lease - Shenzhen Wan | $ | $ | — | $ | $ | |||||||||||
| Total right-of-use assets, at cost | — | |||||||||||||||
| Less : accumulated amortization | ( | ) | ||||||||||||||
| Right-of-use assets, net | $ | $ | $ | $ | ||||||||||||
The
Company recognized lease expense for the operating lease right -of-use assets Shenzhen Wan for a
For
the six months ended September 30, 2025 and 2024, the long-term operating lease expenses were nil and $
| F-17 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 8. | Accrued expenses |
Accrued expenses consisted of the following:
Schedule of accrued expenses
| September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Accrued payroll | $ | $ | ||||||
| Accrued rental fee | ||||||||
| Accrued Interest | ||||||||
| Amount due to third parties | — | |||||||
| Other | — | |||||||
| Total | $ | $ | ||||||
| 9. | Promissory note to related parties |
On
September 24, 2024, the Company entered into a one-year promissory note purchase agreement with Bin Fu, Xuejun Ji and Peng Wang, the
management of the Company, relating to the issue and sale of a promissory note in the principal amount of $
| F-18 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 10. | Revenue |
Disaggregated revenue by type consisted of the following:
Schedule of disaggregation of revenue
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue from continuing operations: | ||||||||
| Technical services revenue | $ | — | — | |||||
| Revenue from discontinued operations: | ||||||||
| Online VIP membership revenue | $ | — | $ | |||||
| Online SVIP membership revenue | — | |||||||
| Technology services revenue | — | |||||||
| Total Revenue from discontinued operations | — | |||||||
| F-19 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 11. | Selling and general and administrative expenses |
Operating expenses consisted of the followings:
Schedule of operating expenses
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Selling and marketing expenses: | ||||||||
| Promotion expenses | $ | $ | — | |||||
| Total selling and marketing expenses: | $ | $ | — | |||||
| General and administrative expenses: | ||||||||
| Employee compensation | $ | $ | ||||||
| Audit fee | ||||||||
| Consulting fee | ||||||||
| Attorney fee | ||||||||
| Service fee | — | |||||||
| Employee benefit expenses | ||||||||
| Lease fee | — | |||||||
| Travel and Communication expenses | ||||||||
| Investment relationship fee | ||||||||
| Depreciation expenses of vehicles | ||||||||
| Others | ||||||||
| Total general and administrative expenses: | $ | $ | ||||||
| Operating expenses – Continuing operations | $ | $ | ||||||
| Operating expenses –Discontinued operations | — | |||||||
| F-20 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 12. | Taxes Payable |
The Company is registered in the Cayman Islands. The Group generated substantially all of its income from its PRC operations for the six months ended September 30, 2025 and 2024.
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain, and no withholding tax is imposed to any dividends and payment made to shareholders.
Hong Kong
The
Company’s subsidiary Easy Skills Technology Limited is located in Hong Kong and is subject to an income tax rate of
PRC
Income Tax
The
Company’s subsidiaries and VIEs in the PRC are subject to the statutory rate of
Dividends,
interests, rent or royalties payable by the Group’s PRC subsidiaries, to non-PRC resident enterprises, and proceeds from any such
non-resident enterprise investor’s disposition of assets (after deducting the net value of such assets) shall be subject to
Although there are undistributed earnings of the Company’s subsidiaries in the PRC that are available for distribution to the Company, the undistributed earnings of the Company’s subsidiaries located in the PRC are considered to be indefinitely reinvested, because the Company does not have any present plan to pay any cash dividends on its ordinary shares in the foreseeable future and intends to retain most of its available funds and any future earnings for use in the operation and expansion of its business. Accordingly, no deferred tax liability has been accrued for the PRC dividend withholding taxes that would be payable upon the distribution of those amounts to the Company as of September 30, 2025 and March 31, 2025. In general, the PRC tax authority has up to five years to conduct examinations of the Company’s tax filings. Accordingly, the tax years from 2021 to 2025 of the Company’s PRC subsidiaries remain open to examination by the taxing jurisdictions.
| F-21 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The current and deferred portions of income tax expense included in the consolidated statements of income were as follows:
Schedule of current and deferred portions of income tax expense
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Current | $ | — | $ | — | ||||
| Deferred | — | — | ||||||
| Income tax expense | $ | — | $ | — | ||||
The
following table sets forth reconciliation between the statutory EIT rate of
Schedule of reconciliation between statutory income tax and effective tax
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| Tax rate | % | % | ||||||
| Benefit for income taxes at statutory tax rate | $ | ( | ) | $ | ( | ) | ||
| Effect of tax exempt entity | ||||||||
| Effect of non-tax deductible expenses | — | |||||||
| Effect of tax loss not recognized | ||||||||
| Effect of investment income not recognized | ( | ) | ||||||
| Effect of impairment not recognized | — | |||||||
| Income tax expense | $ | — | $ | — | ||||
| Deferred tax assets consist of as follow: | ||||||||
As of September 30, 2025 | As of March 31, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Impairment of Long-term investment | $ | $ | ||||||
| Impairment of intangible asset | ||||||||
| Impairment of Goodwill | ||||||||
| Deferred tax assets, gross | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets | — | — | ||||||
| Deferred tax assets/liability | As of September 30, 2025 | As of March 31, 2025 | ||||||
| Deferred tax assets | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | — | — | ||||||
| Deferred tax liability | — | — | ||||||
| Total | — | — | ||||||
As
of September 30, 2025, the Company had approximately $
The net operating tax loss carryforwards will begin to expire as follows:
Schedule of net operating tax loss carryforwards
| Loss carried forward | $ | |||
| 2026 | — | |||
| 2027 | — | |||
| 2028 | ||||
| 2029 | — | |||
| 2030 | — | |||
| Total | $ |
There was no temporary difference between the tax base and the reported amount of assets and liabilities in the financial statements as of September 30, 2025, thus no deferred income tax expense is recognized.
Value Added Tax (“VAT”)
The
Group’s membership revenues for providing non-academic education services are subject to a simple tax method to calculate VAT at
| F-22 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Taxes payable consisted of the followings:
Schedule of taxes payable
September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
September 30, 2025 | March 31, 2025 | |||||||
| Income tax payable | $ | $ | ||||||
| VAT payable | ||||||||
| Other tax payables | — | |||||||
| Total | $ | $ | ||||||
| 13. | Equity |
Ordinary Shares
On
May 10, 2024,
Preferred shares
On
July 2, 2025, the Company issued
Warrants
In
July 2020, we issued non-redeemable warrants to purchase an aggregate of
| F-23 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 14. | Related parties |
| a) | The table below sets forth the related party and the relationship with the Company: |
Schedule of related party and relationship
| Name of related party | Relationship with the Company | |
| Xiaofeng Gao | ||
| Bin Fu | ||
| Peng Wang | ||
| Xuejun Ji | ||
| Hunan Medical Star Technology Co., Ltd. ( Medical Star) | ||
| Fujian Pingtan Ocean Fishery Group Co., Ltd. (“Fujian Fishery”) | ||
| Wuxi Kingway Technology Co., Ltd. (“Wuxi Wangdao”) |
| * |
| b) | The Company had the following related party balances with the related parties mentioned above: |
Schedule of related party balance with the related party
| September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Amounts due to Xiaofeng Gao | $ | $ | ||||||
| Amounts due to Xuejun Ji | ||||||||
| Amounts due to Bin Fu | ||||||||
| Amounts due to Peng Wang | — | |||||||
| Total | ||||||||
| Amount due to related party | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| Amounts due from Wuxi Wangdao | $ | — | $ | |||||
| Amounts due from Xiaofeng Gao | — | |||||||
| Total | ||||||||
| Amount due from related party | ||||||||
| c) | The Company had the following related party transaction with the related party mentioned above: |
Schedule of related party transactions with related party
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Repayment to Xuejun Ji | ( | ) | — | |||||
| Repayment to Bin Fu | ( | ) | — | |||||
| Note issued to Bin Fu | — | |||||||
| Note issued to Peng Wang | — | |||||||
The Group did not have other significant balances or transactions with its related parties for the six months ended September 30, 2025 and 2024.
| 15. | Commitments and Contingencies |
The Group’s lease consisted of operating leases for administrative office spaces in Shenzhen city in the PRC. As of September 30, 2025, the Group had no obligation under long-term financing lease requiring minimum rentals. As of September 30, 2025, the Group did not have additional operating leases that have not yet commenced.
| F-24 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Total
operating lease expenses for the six months ended September 30, 2025 were $
As of September 30, 2025, future minimum payments under non-cancelable operating leases were as follows:
Schedule of future minimum payments under non-cancelable operating leases
Future Lease Payments
| October 2025 to September 2026 | $ | |||
| October 2026 and after | — | |||
| Total | $ |
| 16. | Subsequent events |
Except for the information disclosed below, the Company has evaluated events from September 30, 2025 through January 16, 2026, the date the unaudited condensed financial statements were issued, the Company did not identify any subsequent events with a material financial impact on the Company’s unaudited condensed consolidated financial statements.
On
October 21, 2025, the Company issued
On
October 21, 2025, the Company issued
On
October 21, 2025, the Company issued
| F-25 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 17. | Condensed financial information of the Company |
The following is the condensed financial information of the Company on a parent company only basis.
Condensed balance sheets
Summary of condensed balance sheet
| September 30, 2025 | March 31, 2025 | |||||||
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Deferred expenses | ||||||||
| Amounts due from subsidiaries | ||||||||
| Amounts due from related parties | ||||||||
| Investment in subsidiaries | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Amounts due to related parties | — | |||||||
| Accrued expenses and liabilities | ||||||||
| Promissory note to related parties | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary shares, par value $ | ||||||||
| Preferred shares, par value $ | — | |||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income/(loss) | ||||||||
| TOTAL SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
Condensed statements of income
Summary of condensed statements of income
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | — | $ | — | ||||
| Cost of revenue | — | — | ||||||
| Gross profit | — | — | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | $ | ( | ) | $ | ( | ) | ||
| Share of profit in subsidiaries | ( | ) | ( | ) | ||||
| Others, net | ( | ) | ( | ) | ||||
| (Loss)/Income before income tax provision | ( | ) | ( | ) | ||||
| Provision for income tax | — | — | ||||||
| Net (loss)/profit | $ | ( | ) | $ | ( | ) | ||
| F-26 |
SKILLFUL CRAFTSMAN EDUCATION TECHNOLOGY LIMITED.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed statements of comprehensive income
Summary of Condensed Statements of Comprehensive Income
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss | ||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
Condensed cash flow
Summary of Condensed Cash Flow
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Net cash used in investing activities | — | — | ||||||
| Net cash provided by financing activities | ||||||||
| Net cash outflow | $ | ( | ) | $ | ( | ) | ||
Basis of presentation
Condensed financial information is used for the presentation of the Company, or the parent company. The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries and VIEs.
The parent company records its investment in its subsidiaries and VIE under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures. Such investments are presented on the condensed balance sheets as “Investment in subsidiaries and VIE” and their respective profit or loss as “Share of profit in subsidiaries and VIE” on the condensed statements of income. Equity method accounting ceases when the carrying amount of the investment, including any additional financial support, in subsidiaries and VIE is reduced to zero unless the parent company has guaranteed obligations of the subsidiary and VIE or is otherwise committed to provide further financial support. If the subsidiaries and VIE subsequently report net income, the parent company shall resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended.
The parent company’s condensed financial statements should be read in conjunction with the Company’s consolidated financial statement.
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FAQ
What were Skillful Craftsman (EDTK)’s results for the six months ended September 30, 2025?
The company reported no revenue from continuing operations and a net loss of $1,000,714, or $0.06 per ordinary share, for the six months ended September 30, 2025.
Does Skillful Craftsman (EDTK) face going concern risks?
Yes. As of September 30, 2025, the company disclosed accumulated losses of $5,233,002, a working capital deficit of $1,416,332, and negative operating cash flows of $1,011,462, and stated these factors raise substantial doubt about its ability to continue as a going concern.
How much cash does Skillful Craftsman have, and how has it changed?
Cash and cash equivalents were $567,533 as of September 30, 2025, down from $1,217,968 at March 31, 2025, reflecting net cash used in operating activities of $1,011,462 during the six‑month period.
What is Skillful Craftsman’s current business focus after ending its VIE structure?
After terminating its VIE arrangements on March 17, 2025, the company has been transitioning from online education services in China to educational technology innovation, artificial intelligence skills training, and digital transformation of educational institutions, primarily through its Shenzhen Jisen subsidiary.
How did the long-term investment in Fujian Pingtan Ocean Fishery affect EDTK’s results?
The long‑term investment generated $888,398 of investment income for the six months ended September 30, 2025, increasing the carrying value to $14,187,730. No additional impairment was recorded in this period.
What related-party financing did Skillful Craftsman use during the period?
On September 24, 2024, the company entered into a $1,000,000 promissory note with three members of management at a 6% annual interest rate. By September 30, 2025, the full principal had been received and the maturity date was extended to March 31, 2026.
Were there any notable equity issuances to management at Skillful Craftsman?
Yes. On July 2, 2025, the company issued 1,000,000 Series A preferred shares to its CEO. In addition, on October 21, 2025, it issued 90,000 ordinary shares each to the CEO, CFO, and a director as compensation for services from October 2024 to September 2025.
