Xenous Holdings (XITO) announces late filing of Q3 2025 Form 10-Q

Rhea-AI Filing Summary

Xenous Holdings, Inc. filed a Form 12b-25 to notify that its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 will be filed late. The company states it was unable to meet the original deadline without unreasonable effort or expense because it needs additional time to complete and finalize the financial statements for that quarter.

The company indicates that it expects to file the Form 10-Q as soon as possible, signaling that the delay is intended to be temporary while the reporting process is finished.

Insights

Equity & Disclosure Analyst

Xenous (XITO) reports a brief Form 10-Q delay to finish its quarterly financial statements.

Xenous Holdings, Inc. has filed a Form 12b-25 indicating it will miss the original deadline for its Form 10-Q for the quarter ended September 30, 2025. The company attributes the delay to the need for additional time to complete and finalize the financial statements that will be included in the report, and describes filing by the deadline as requiring unreasonable effort or expense.

The filing states that Xenous expects to submit the Form 10-Q as soon as possible, framing this as a timing and workload issue rather than describing any specific operational or financial event. The actual implications for the business will depend on the completed quarterly results and any disclosures made once the Form 10-Q is filed.

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: September 30, 2025
	☐	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 Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Form 10-Q”) by the prescribed deadline because the Company requires additional time to complete and finalize the financial statements to be included in the Form 10-Q. The Company expects to file the Form 10-Q as soon as possible.

PART IV — OTHER INFORMATION

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

Jonathan Chan Ye Earn		+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: November 17, 2025	By:	/s/ Jonathan Chan Ye Earn
		Jonathan Chan Ye Earn
		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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