Xenous Holdings (NASDAQ: XITO) notifies SEC of late 10-K; CEO signed

Rhea-AI Filing Summary

Xenous Holdings, Inc. notified the SEC that it could not file its Annual Report on Form 10-K for the fiscal year ended March 31, 2026 by the prescribed deadline because it requires additional time to complete and finalize the financial statements. The notification was signed on June 30, 2026.

Insights

Corporate Governance Analyst

Late Form 10-K filing cited additional time to finalize financial statements.

The filing states the company needs more time to complete the fiscal-year financial statements for the period ended March 31, 2026. It does not quantify the delay or provide an expected filing date.

Key dependencies include completion of audited financial statements and any external auditor deliverables; subsequent filings should show the finalized statements and any material changes to results.

Key Figures

Fiscal year end: March 31, 2026 Notification date: June 30, 2026 Company telephone: +852 6464-2017

3 metrics

Fiscal year end March 31, 2026 Fiscal year ended date referenced in the notification

Notification date June 30, 2026 Date the Form 12b-25 was signed by the CEO

Company telephone +852 6464-2017 Contact number provided in the filing

Key Terms

Rule 12b-25, Form 10-K, Notification of Late Filing

3 terms

Rule 12b-25 regulatory

"The Company was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"to file its Annual Report on Form 10-K for the fiscal year ended March 31, 2026"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Notification of Late Filing regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.

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FAQ

Why did Xenous Holdings (XITO) file a Form 12b-25?

Direct answer: Xenous filed a Form 12b-25 because it could not complete its Form 10-K by the deadline due to unfinished financial statements. Supporting context: The company said it needs additional time to finalize the fiscal year financial statements for the period ended March 31, 2026.

When is Xenous expected to file the Form 10-K?

Direct answer: The company stated it expects to file the Form 10-K as soon as possible, without providing a specific date. Supporting context: The notification explains additional time is required to complete and finalize the financial statements for the fiscal year ended March 31, 2026.

Who signed the late filing notice for Xenous Holdings (XITO)?

Direct answer: The Form 12b-25 was signed by Dingwen Zhang, Chief Executive Officer, on June 30, 2026. Supporting context: The signature block on the notification identifies Mr. Zhang and provides a Hong Kong telephone contact number for the company.

Does the filing indicate changes to reported earnings for Xenous?

Direct answer: The notification does not state any anticipated significant change in results of operations. Supporting context: The Form 12b-25 includes the company’s explanation about financial statement finalization but does not attach quantitative earnings estimates.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-55512

 _______________________________

FORM 12b-25

 _______________________________

NOTIFICATION OF LATE FILING

(Check One):	☒	Form 10-K	☐	Form 20-F	☐	Form 11-K	☐	Form 10-Q
	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR
	For the Period Ended: March 31, 2026
	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	For the Transition Period Ended: ___________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

_______________________________

PART I — REGISTRANT INFORMATION

Xenous Holdings, Inc.

Full Name of Registrant

Not Applicable

Former Name if Applicable

Room 1120, 11th Floor, Peninsula Centre, 67 Mody Road

Tsim Sha Tsui, East Kowloon, Hong Kong, 0000

Telephone: +852 6464-2017

Address of Principal Executive Office (Street and Number)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Xenous Holdings, Inc. (the “Company”), was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Form 10-K”) by the prescribed deadline because the Company requires additional time to complete and finalize the financial statements to be included in the Form 10-K. The Company expects to file the Form 10-K as soon as possible.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Dingwen Zhang		+852		6464-2017
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒  No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐  No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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Xenous Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 30, 2026	By:	/s/ Dingwen Zhang
		Dingwen Zhang
		Chief Executive Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

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