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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ____________ to ______________

Commission file number: 000-55512

XENOUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

87-0363526

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

Room 1120, 11th Floor, Peninsula Centre,

67 Mody Road

Tsim Sha Tsui, East Kowloon

Hong Kong

(Address of principal executive offices)

+852 6464-2017

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock		XITO		OTC Pink Sheets

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The number of shares of the issuer’s common stock outstanding as of February 20, 2026 was 760,250,000 shares, par value $0.001 per share.

XENOUS HOLDINGS, INC.

FORM 10-Q

Quarterly Period Ended December 31, 2025

INDEX

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Balance Sheets As of December 31, 2025 and March 31, 2025	3
	Condensed Statements of Operations For the Three Months and Nine Months ended December 31, 2025 and 2024 (Unaudited)	4
	Condensed Statements of Changes in Stockholders’ Deficit for the Nine Months ended December 31, 2025 and 2024 (Unaudited)	5
	Condensed Statements of Cash Flows for the Nine Months ended December 31, 2025 and 2024 (Unaudited)	6
	Notes to the Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13

SIGNATURES		14

Table of Contents

Item 1. Financial Statements

XENOUS HOLDINGS, INC. Condensed Balance Sheets As of December 31, 2025 and March 31, 2025

	December 31, 2025			March 31, 2025
	(Unaudited)			(Audited)
ASSET

TOTAL ASSET	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	23,844		$	23,904
Due to a related party		926,283			879,718
Total Current Liabilities		950,127			903,622

TOTAL LIABILITIES		950,127			903,622

STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, par value $0.001 per share, 10,000,000,000 shares authorized, 760,250,000 shares issued and outstanding		760,250			760,250
Capital deficiency		(449,450	)		(449,450	)
Accumulated deficit		(1,260,927	)		(1,214,422	)
Total Stockholders' Deficit		(950,127	)		(903,622	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

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XENOUS HOLDINGS, INC.

Condensed Statements of Operations

For the Three Months and Nine Months ended December 31, 2025 and 2024

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	December 31,			December 31,			December 31,			December 31,
	2025			2024			2025			2024

OPERATING EXPENSES
General and administrative	$	399		$	314		$	1,265		$	1,234
Professional fees		15,120			14,580			45,240			44,815
		15,519			14,894			46,505			46,049

NET LOSS	$	(15,519	)	$	(14,894	)	$	(46,505	)	$	(46,049	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Basic and Diluted Weighted Average Number of Common Shares		760,250,000			760,250,000			760,250,000			760,250,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

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XENOUS HOLDINGS, INC.

Condensed Statements of Changes in Stockholders’ Deficit

For the Nine Months ended December 31, 2025 and 2024

(Unaudited)

Nine Months Ended December 31, 2025


	Common Stock										Total
	Number of Shares		Amount		Capital Deficiency			Accumulated Deficit			Stockholders' Deficit

Balance - March 31, 2025		760,250,000	$	760,250	$	(449,450	)	$	(1,214,422	)	$	(903,622	)
Net loss		-		-		-			(15,311	)		(15,311	)
Balance - June 30, 2025		760,250,000	$	760,250	$	(449,450	)	$	(1,229,733	)	$	(918,933	)
Net loss		-		-		-			(15,675	)		(15,675	)
Balance - September 30, 2025		760,250,000	$	760,250	$	(449,450	)	$	(1,245,408	)	$	(934,608	)
Net loss		-		-		-			(15,519	)		(15,519	)
Balance - December 31, 2025		760,250,000	$	760,250	$	(449,450	)	$	(1,260,927	)	$	(950,127	)

Nine Months Ended December 31, 2024


	Common Stock										Total
	Number of Shares		Amount		Capital Deficiency			Accumulated Deficit			Stockholders' Deficit

Balance - March 31, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,149,966	)	$	(839,166	)

Net loss		-		-		-			(15,971	)		(15,971	)
Balance - June 30, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,165,937	)	$	(855,137	)

Net loss		-		-		-			(15,184	)		(15,184	)
Balance - September 30, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,181,121	)	$	(870,321	)

Net loss		-		-		-			(14,894	)		(14,894	)
Balance - December 31, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,196,015	)	$	(885,215	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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XENOUS HOLDINGS, INC. Condensed Statements of Cash Flows For the Nine Months ended December 31, 2025 and 2024 (Unaudited)

	For the Nine Months Ended
	December 31,			December 31,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(46,505	)	$	(46,049	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(60	)		(3,008	)
Net cash used in operating activities		(46,565	)		(49,057	)

CASH FLOWS FROM FINANCING ACTIVITY
Proceeds from related party advances		46,565			49,057
Net cash provided by financing activity		46,565			49,057

Net changes in cash and cash equivalents		-			-
Cash and cash equivalents - beginning of period		-			-
Cash and cash equivalents - end of period	$	-		$	-

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

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XENOUS HOLDINGS, INC.

Notes to the Unaudited Condensed Financial Statements

December 31, 2025

NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Xenous Holdings, Inc. (the “Company”) was incorporated on May 20, 1980 as Dayne Weiss and Associates, Inc. under the laws of the State of Utah.

On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation, which became the surviving entity.

On July 21, 2017, the Board of Directors of the Company elected to file Articles of Merger with the Nevada SOS whereby it would enter into a statutory merger with its wholly-owned subsidiary, M101 Corp., a Nevada corporation, pursuant to Nevada Revised Statutes 92A.200, et seq. The effect of such merger is the Company is the surviving entity and changed its name to “M101 Corp.” The merger took effect on August 14, 2017.

On November 2, 2019, a majority of shareholders approved a resolution to change the name of the Company to Xenous Holdings, Inc. On November 19, 2019, the Company received notice that the Secretary of State of Nevada accepted the Company’s Certificate of Amendment to its Articles of Incorporation to change the name of the Company to Xenous Holdings, Inc. The Company currently has no business operations.

NOTE 2 - GOING CONCERN

The Company has not yet generated any revenue since its inception and has an operating loss and net loss of $46,505 for the nine months ended December 31, 2025. As of December 31, 2025, the Company has accumulated deficit of $1,260,927, negative operating cash flow of $46,565 and negative working capital of $950,127. The Company’s continuation as a going concern is dependent on its ability to execute its operation plan to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its major shareholder or other sources, as may be required. There can be no assurance that the necessary debt or equity financing will be available or will be available on terms acceptable to the Company.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

While we believe in the viability of our strategy to generate sufficient revenues in the future and in our ability to raise additional funds, there can be no assurances to that effect.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the year ending March 31, 2026. The notes to the unaudited financial statements are condensed, as disclosures that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2025 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2025 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on June 27, 2025.

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Use of Estimates

The Company prepares its financial statements in conformity with “GAAP,” which require management to make 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments consist primarily of accounts payable and debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

Basic and Diluted Earnings Per Share

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

As of December 31, 2025 and 2024, the Company did not have any potentially dilutive securities.

Related Parties

We follow ASC 850,“Related Party Disclosures” for the identification of related parties and disclosure of related party transactions. (see Note 4).

Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our unaudited condensed consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We do not believe that this accounting pronouncement will have any material impact on our financial statements or disclosures upon adoption.

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NOTE 4 - RELATED PARTY TRANSACTIONS

Due to Related Party

During the period from April 1, 2025 to September 25, 2025, Smartex Investment Ltd., the former majority shareholder of the Company which is holding 82% of the Company’s common shares, advanced $18,500 to the Company for operating expenses. On September 26, 2025, Smartex Investment Ltd. has transferred all its XITO shares to Ms. Tan Lee San, who is the owner of Smartex Investment Ltd.. Ms. Tan Lee San has taken up all the XITO’s payable amount to Smartex Investment Ltd. and will finance the Company’s operating expense going forward.

During the period from September 26, 2025 to December 31, 2025, Ms. Tan Lee San advanced $28,065 to the Company for operating expenses.

During the nine months ended December 31, 2024, Smartex Investment Ltd. advanced $49,057,to the Company for operating expenses.

As of December 31, 2025 and March 31, 2025, total amount due to Ms. Tan Lee San was $926,283 and total amount due to Smartex Investment Ltd. was $879,718 respectively. The loan is non-interest bearing and due on demand.

NOTE 5 – SHARE CAPITAL

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of December 31, 2025 and March 31, 2025, no preferred shares have been issued.

Common Stock

The Company is authorized to issue 10,000,000,000 shares of common stock with a par value of $0.001 per share.

There were no stock issuances during the nine months ended December 31, 2025 and 2024. As of December 31, 2025 and March 31, 2025, the Company had 760,250,000 shares of common stock issued and outstanding.

NOTE 6 – SEGMENT REPORTING

Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.

Through December 31, 2025, the Company is still in development stage and has not commenced any operations. All activity through the date of this report relates to preserving cash, attempting to raise capital, and continuing the Company’s public reporting.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2025 to the date these financial statements were issued and has determined that it does not have other material subsequent events to disclose in these financial statements except as stated below:

In November 2022, the Company announced that it was conducting a full financial and legal due diligence of a Malaysia-based company involving the plantations, inoculations, cultivations, manufacturing, marketing, trading and conducting research and development of agricultural commodities in relation to Aquilaria trees and its related products. The preliminary due diligence for its target acquisition company has been successfully completed. This critical first phase has yielded a positive outcome, confirming our confidence in the potential value of the target company. The Company is now progressing with further due diligence, specifically focusing on the intangible assets and the valuation of these assets. This thorough assessment is essential to ensure a comprehensive evaluation of the acquisition target. The due diligence process is expected to be completed by the second half of calendar year 2026. Following the successful conclusion of this final phase, the acquisition will proceed formally, in line with our previous announcements. The Company remains committed to transparency and will continue to keep stakeholders informed of any significant developments. We appreciate the ongoing support from our investors, partners, and customers as we move forward with this strategic acquisition.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

When used in this Quarterly Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Quarterly Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

Plan of Operation

Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to us. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Annual Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.

Results of Operations

Three Months Ended December 31, 2025 and 2024

	Three Months			Three Months
	Ended			Ended
	December 31,			December 31,
	2025			2024			Changes

Operating Expenses	$	15,519		$	14,894		$	625
Net Loss	$	(15,519	)	$	(14,894	)	$	(625	)

We had no operations during the three months ended December 31, 2025 or 2024, nor do we have operations as of the date of this filing. We had a net loss of $15,519 and $14,894 for the three months ended December 31, 2025 and 2024, respectively. The increase in net loss was mainly attributable by the increase in audit and transfer agent fees.

Nine Months Ended December 31, 2025 and 2024

	Nine Months			Nine Months
	Ended			Ended
	December 31,			December 31,
	2025			2024			Changes

Operating Expenses	$	46,505		$	46,049		$	456
Net Loss	$	(46,505	)	$	(46,049	)	$	(456	)

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We had no operations during the nine months ended December 31, 2025 or 2024, nor do we have operations as of the date of this filing. We had a net loss of $46,505 and $46,049 for the nine months ended December 31, 2025 and 2024, respectively. The increase in net loss was mainly attributable by the increase in audit and transfer agent fees.

Liquidity and Capital Resources

	As of			As of
	December 31,			March 31,
	2025			2025			Changes

Current Assets	$	-		$	-		$	-
Current Liabilities	$	950,127		$	903,622		$	46,505
Working Capital (Deficiency)	$	(950,127	)	$	(903,622	)	$	(46,505	)

As of December 31, 2025 and March 31, 2025, we had no current asset.

As of December 31, 2025 and March 31, 2025, our total liabilities were $950,127 and $903,622, respectively, which were current liabilities comprised of accounts payable, accrued liabilities, and related party advances.

Stockholders’ deficit was at $950,127 as of December 31, 2025, compared to deficit of $903,622 as of March 31, 2025.

We had no cash on hand as of December 31, 2025 or March 31, 2025 to meet ongoing expenses and debts that may accumulate. Accumulated deficit was at $1,260,927 as of December 31, 2025, compared to accumulated deficit of $1,214,422 as of March 31, 2025.

As of December 31, 2025, we had a working capital deficit of $950,127 compared with a working capital deficit of $903,622 as of March 31, 2025. The increase in working capital deficit was attributed to an increase in due to related party for advancement from the Company’s majority shareholder paying off vendors on behalf of the Company.

	Nine Months			Nine Months
	Ended			Ended
	December 31,			December 31,
	2025			2024			Changes

Net cash used in operating activities	$	(46,565	)	$	(49,057	)	$	2,492
Net cash provided by financing activities	$	46,565		$	49,057		$	(2,492	)
Net changes in cash and cash equivalents	$	-		$	-		$	-

Cash Flow from Operating Activities

We have not generated any positive cash flow from operating activities.

For the nine months ended December 31, 2025, net cash flows used in operating activities was $46,565. The net cash used in operating activities for the nine months ended December 31, 2025 was attributed by a net loss of $46,505, increased by a decrease in accounts payable and accrued liabilities of $60.

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For the nine months ended December 31, 2024, net cash flows used in operating activities was $49,057. The net cash used in operating activities for the nine months ended December 31, 2024 was attributed by a net loss of $46,049, increased by a decrease in accounts payable and accrued liabilities of $3,008.

Cash Flow from Investing Activities

During the nine months ended December 31, 2025 and 2024, we had no investing activities.

Cash Flow from Financing Activities

We have financed our operations primarily from advances and loans from Smartex Investment Ltd., majority shareholder of the Company through September 26, 2025. On September 26, 2025, Smartex Investment Ltd. has transferred all its XITO shares to Ms. Tan Lee San, who is the owner of Smartex Investment Ltd.. Ms. Tan Lee San has taken up all the XITO’s payable amount to Smartex Investment Ltd. and will finance our operating expense going forward.

For the nine months ended December 31, 2025 and 2024, net cash from financing activities was $46,565 and $49,057, respectively.

Going Concern

Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the year ended March 31, 2025, relative to our ability to continue as a going concern. The Company, which has not generated any revenues, has incurred net losses, has net current liabilities and a stockholders’ deficit. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is dependent on advances from its principal shareholders or other affiliated parties for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to an investor in our securities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation of S-K (§229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Secretary concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us.

ITEM 1A. RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of our equity securities during the period covered by this quarterly report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.1		Section 1350 Certification by Chief Executive Officer
32.2		Section 1350 Certification by Chief Financial Officer

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XENOUS HOLDINGS, INC.

DATED: February 24, 2026	By:	/s/ Jonathan Chan Ye Earn
		Jonathan Chan Ye Earn
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Stephanie Mak
		Stephanie Mak
		Chief Financial Officer (Principal Financial Officer)

Xenous Holdings, Inc. 10-Q