Heads UP Ventures Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 13^th Annual Report and the Audited Accounts of the Company for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

(Rupees in Lakh)

Particulars	2023-2024	2022-2023
Total Turnover	62.80	73.21
Other Income	16.16	77.86
Profit Before Interest, Depreciation and Taxation	(426.30)	(921.88)
Less: 1. Interest	-	49.23
2. Depreciation	5.49	3.88
Profit Before Taxation	(431.79)	(974.97)
Less: Provision for Taxation	-
Current Tax	-	-
Deferred Tax		-
Net Profit for the Year	(431.79)	(974.97)
Less: Income Tax paid for earlier year	-	(9.45)
Profit after Taxation	(431.79)	(965.52)
Add : Other Comprehensive Income for the Year	10.20	(3.52)
Total Comprehensive Income for the year	(421.59)	(962.00)
Less: Transfer to General Reserve	-	-
Balance carried forward	(421.59)	(962.00)

Note: Figures in brackets represent negative number.

2. COMPANY PERFORMANCE AND BUSINESS OVERVIEW

A detailed discussion of operations for the year ended 31^st March, 2024 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year under review.

5. DIVIDEND

In view of losses, the Board of Directors (‘Board) of your company does not recommend dividend for the year under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there are no declared dividends remaining unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid dividend account, the Company is not required to transfer the same to Investor Education and Protection Fund pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules). The Company has transferred 15,595/-, the sale proceeds of fractional shares, to the IEPF account of the Central Government on 16^th February, 2024 pursuant to the provisions of section 124(6) of the Companies Act,

2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

7. TRANSFER TO RESERVE

The Company does not propose to transfer amounts to the general reserve for the financial year 2023-2024.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY,

AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company.

9. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), along with a certificate from Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board Members and Senior Management Personnel have a_irmed compliance with the code of conduct for the financial year 2023-2024. A declaration to this effect signed by the Managing Director of the Company is contained in this annual report.

10. PUBLIC DEPOSIT

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) A. APPOINTMENT/RE-APPOINTMENT AT AGM

In accordance with the provisions of the Companies Act, 2013 ("Act") and the Articles of Association of Company, Mr. Hansraj Rathor, retires by rotation and being eligible, offers himself for re-appointment. Brief details of Mr. Hansraj Rathor as required under Regulation 36(3) of Listing Regulations are provided as an annexure to the notice of the ensuing 13^th Annual General Meeting. B. APPOINTMENT/ RESIGNATION DURING THE FINANCIAL YEAR

During the year under review, Mr. MVPH Rao has resigned from the directorship of the Company w.e.f. 31^st May, 2023 due to other pre-occupation. Mr. Abhijit Salian and Mr. Vipinraj Paiyapilly has also resigned as a Director of the Company w.e.f. 23^rd March, 2024 and 26^th March, 2024 respectively due to other preoccupation. On 1^st April, 2024, Mr. Roshan More, has resigned from the directorship of the Company due to other pre-occupation. The Board recorded the appreciation for the contributions made by Mr. Rao, Mr. Salian, Paiyapilly, and Mr. More during their tenure as Directors of the Company.

The Members of the Company have appointed Mrs. Neeraj Bala (DIN 07193192) and Mr. Sudhir Kumar Arya (DIN 02414512) as Non-Executive & Independent Directors on the Board of the Company with effect from 27^th March, 2024, for a term of five years till 26^th March, 2029 through postal ballot, the result of which was declared on 28^th April, 2024. The Members of the Company have appointed Mr. Hansraj Rathor as the Managing Director of the Company, for a period of 3 (three) years effective from 1^st February 2024 to 31^st January, 2027 through a postal ballot, the result of which was declared on 28^th April, 2024.

On25^thMay,2023,theBoard,ontherecommendation of the Nomination and Remuneration Committee, has re-designated Mr. Priyavrat Mandhana from "Executive Director" to "Non-Executive Director" of the Company w.e.f. 1^st June, 2023 till the remaining term i.e. up to 31^st August, 2025.

C. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under the Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the Companies (Appointment and Qualifications of Directors) Fifth Amendment Rules, 2019, all the Independent Directors of the Company have registered with the Indian Institute of Corporate Affairs for inclusion of their names in the comprehensive depository maintained by the Ministry of Corporate Affairs.

Familiarization Program for Independent Directors

All Independent Directors are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance Report forming part of this Report.

D. KEY MANAGERIAL PERSONNAL

Mrs. Sangeeta Mandhana had resigned from the post of Managing Director of the Company w.e.f. 31^st January, 2024. The Board recorded the appreciation for the contributions made by Mrs. Mandhana during her tenure with the Company.

On 1^st February, 2024, Mr. Hansraj Rathor was appointed as the additional Executive Director and Managing Director of the Company subject to the approval of Shareholders. The Members of the Company have appointed Mr. Hansraj Rathor as the Managing Director of the Company, for a period of 3 (three) years effective from 1^st February 2024 to 31^st January, 2027 through a postal ballot, the result of which was declared on 28^th April, 2024.

Mr. Abhishek Bariyar has resigned from the post of Chief Operating O_icer (KMP) of the Company w.e.f. 31^st August, 2023. The Board recorded the appreciation for the contributions made by Mr. Bariyar during his tenure with the Company. As on 31^st March, 2024, Mr. Hansraj Rathor, Managing Director; Mr. Vishal Parikh, Chief Financial O_icer and Ms. Aishwarya Gupta, Company Secretary & Compliance O_icer serves as the Key Managerial Personnel of the Company.

E. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The Companys Independent Directors met on 22^nd March, 2024 without the presence of Executive Directors or Members of the Management. The

Independent Directors thereafter reviewed the performance of Mr. Hansraj Rathor, Managing Director of the Company. The Independent Directors jointly expressed their opinion that Mr. Hansraj Rathor should prioritize the business strategies. He should make efforts to retrieve the Companys funds that are currently obstructed and the funds should be appropriately allocated to facilitate the growth of the Company.

F. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, 5 (Five) Board Meetings were convened and held. Details of meetings of the Board and its Committees along with the attendance of the Directors therein, have been disclosed in the Corporate Governance Report (annexed herewith).

G. COMMITTEES OF THE BOARD

With a view to have a more focused attention on various facets of business and for better accountability, the Board has constituted various committees. The statutorily mandated committees constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.

The Committees have been mandated to operate within_ their terms of reference, approved by the Board to focus on specific issues and ensure expedient resolution on diverse matters. During the year under review, the Corporate Social Responsibility Committee of the Board of Directors was dissolved due to continuing losses from past years.

The composition, committee meeting held, terms of reference and other details of the above-mentioned committees are provided in the Corporate Governance Report forming part of this Report.

H. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics. No Director/employee has been denied access to the Audit Committee of the Board of Directors. The Policy as approved by the Board may be accessed on the Companys website and the web-link to the same ishttps://huvl.in/codes-of-conduct/11-policy-on-vigil-mechanism-whistle-blower-mechanism/

I. NOMINATION AND REMUNERATION POLICY The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Policy also provides for the remuneration of Directors, Members of Senior Management, and Key Managerial Personnel.

The salient features of the Nomination and Remuneration Policy are given under Annexure

- ‘A to this Report and the detailed policy is available on the website of the Company at https:// huvl.in/codes-of-conduct/8-nomination-and-remuneration-policy/

J. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL i. The percentage increase in remuneration of each Director, Chief Executive O_icer and Company Secretary during FY 2023-2024 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2023-2024 are as under:

Name of Director /KMP and Designation	% increase in remuneration in FY 2023- 2024	Ratio of remuneration of each Whole-Time Director to Median Remuneration of Employees
1 Mrs. Sangeeta Mandhana- Managing Director4	0	9.13
2 Mr. Priyavrat Mandhana - Executive Director1	0	N.A.
3 Mr. Hansraj Rathor5	N.A.	0.26
3 Mrs. Neeraj Bala - Non-Executive and Independent Director3	N.A.	N.A.
4 Mr. Sudhir Kumar Arya - Non-Executive and Independent Director3	N.A.	N.A.
5 Mr. MVPH Rao- Non-Executive and Independent Director2	N.A.	N.A.
6 Mr. Pravin Navandar - Non-Executive and Independent Director	N.A.	N.A.
7 Mr. Abhijit Salian – Non-Executive and Independent Director2	N.A.	N.A.
8 Mr. Vipinraj Paiyapilly - Non-Executive and Independent Director2	N.A.	N.A.
10 Mr. Abhishek Bariyar – Chief Operating O_icer6	N.A.	N.A.
12 Ms. Aishwarya Gupta - Company Secretary	40%	0.99
13 Mr. Vishal Parikh- Chief Financial O_icer	23%	2.87

¹ Designation of Mr. Priyavrat Mandhana has changed from Executive Director to Non-Executive Director of the Company w.e.f. 1^st June, 2023.

2 Mr. Abhijit Salian and Mr. Vipinraj Paiyapilly resigned from the position of Non-Executive and Independent Directors of the Company w.e.f. 23^rd March, 2024 and 26^th March, 2024 respectively. Mr. Roshan More resigned from the position of Non-Executive and Independent Director of the Company w.e.f. 1^st April, 2024. Mr. MVPH Rao resigned from the position of Non-Executive and Independent Director of the Company w.e.f. 31^st May, 2023.

³ Mrs. Neeraj Bala and Mr. Sudhir Kumar Arya were inducted into the Board as Non-Executive and Independent Directors of the Company w.e.f. 27^th March, 2024.

4 Mrs. Sangeeta Mandhana has resigned from the post of Managing Director w.e.f. 31^st January, 2024.

5 Mr. Hansraj Rathor was appointed as the Managing Director w.e.f. 1^st February, 2024.

6 Mr. Abhishek Bariyar has resigned from the post of Chief Operating O_icer of the Company w.e.f. 31^st August, 2023.

There was a revision in remuneration during the FY 2023-24.

Note: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, companys contribution to provident fund and monetary value of perquisites, if any. The remuneration paid to Non-Executive and/or Independent Directors comprises of sitting fees only.

ii. The median remuneration of employees of the Company during FY 2023-2024 was Rs. 7.72 Lakh per annum; iii. In the financial year under review, there was an increase of 40 % in the median remuneration of employees; iv. There were 12 permanent employees on the rolls of the Company as of 31^st March, 2024; v. Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year i.e. FY 2023-24 was decreased by 25% as compared to FY 2022-23. As regards the comparison of Managerial Remuneration of FY 2023-24 over FY 2022-23, details of the same are given in the above table at sr. no. (i); vi. It is hereby a_irmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel, and other Employees.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this report is being sent to the Members excluding the said statement. The said statement is available for inspection of members upto the date of the Annual General Meeting and shall be made available to any shareholder on request made to the Company Secretary at cs@huvl.in.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There was no Guarantee or investment made by the Company during the FY 2023-24. The balance of loans, guarantees and investments covered under the provisions of Section 186 of the Act as on 31^st March, 2024,( INTER CORPORARTE LOANS) are provided below:

Particulars of Investment made Guarantee given and loan given	Name of the Entity	As on 31st March, 2023 ( in Crores)	As on 31st March, 2024 ( in Crores)	Purpose for which Loan, Guarantee is proposed to be utilised by the recipient
Inter Corporate Loan	Pro Fin Capital Services Limited	0	6,19,50,000/-	General Corporate Purpose
Inter Corporate Loan	Milgrey Finance and Investments Limited	0	1,30,00,000/-	General Corporate Purpose

13. RELATED PARTY TRANSACTIONS

During the year under review, all related party transactionsenteredintobytheCompanywereapproved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of a repetitive nature and entered in the ordinary course of business and on an arms length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY2023-24 and hence does not form part of this report. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the following link: https://huvl.in/codes-of-conduct/. Your Directors draw the attention of the members to Note No.30 to the financial statements which sets out related party disclosures including Transactions, if any, with a person or entity belonging to the promoter/ promoter group which hold (s) 10% or more shareholding in the Company.

14. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company has adopted a Sexual Harassment Policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy is available at the Registered O_ice of the Company and is accessible to all the employees of the Company. The Company has not received any complaint during the Financial Year under review.

15. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. Ram Agarwal & Associates, Chartered Accountants, (Firm Registration No. 140954W), were appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 10^th AGM of the Company until the conclusion of the 15^th AGM of the Company to be held in the calendar year 2026. The Statutory Auditor has given a disclaimer opinion on the financial statements of the Company for the financial year 2023-2024 for the going concern status of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder the Company has appointed Ms. Shreya Shah, Practicing Company Secretary (Certificate of Practice No. 15859 and Membership No. FCS- 39409) as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure - ‘B and forms an integral part of this Report. The Company has complied with all the applicable secretarial standards.

The Secretarial Audit Report does not contain any other qualification, reservation or adverse remark. The other statements referred in the Secretarial Audit Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

C. INTERNAL AUDITORS AND THEIR REPORT M/s. MJPT & Co. LLP, Chartered Accountants, Internal Auditors of the Company have carried out the Internal Audit for FY 2023-24. The Internal Auditor submits their reports to the Audit Committee on periodic basis. Based on the report of Internal Audit, the management undertakes corrective action in their respective areas and thereby strengthens the controls.

D. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

E. REPORTING OF FRAUDS

There were no instances of fraud during the year under review, requiring reporting by the auditors to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

16. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Act were not applicable to the Company.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associate Company as of 31^st March, 2024.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the Management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

20. RISK MANAGEMENT

The Company has an elaborate risk policy defining the risk management governance model, risk assessment, and Prioritization process. The risk management framework provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the business of the Company. The Audit Committee has additional oversight in the area of financial risks and controls.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub section (3) (c) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that: i) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for the year under review; iii) the Directors have taken proper and su_icient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the Directors have prepared the annual financial statements on a going concern basis; v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

22. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for the year ended 31^st March, 2024 are provided under Annexure - ‘C to this report.

23. ANNUAL RETURN

Pursuant to the provisions of Section 92(1) read with Rule 12 of Companies (Management & Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013 (‘Act) as amended, the Annual Return in Form MGT-7 for FY 2024 is uploaded on the website of the Company and the web link of which is: https://huvl.in/ annual-reports/

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards.

25. PREVENTION OF INSIDER TRADING

The Company is in compliance with Regulations of SEBI

(Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations") and SEBI circulars issued from time to time. The Company has in place Code of Conduct for Prohibition of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information pursuant to SEBI PIT Regulations, for regulating, monitoring and reporting of trading by insiders in order to align with the SEBI PIT Regulations. The Insider Code aims at preserving and preventing misuse of unpublished price sensitive information. All Directors, Designated Employees and Connected Persons of your Company are covered under the Insider Code, which provides inter alia for periodical disclosures and obtaining pre-clearances for trading in securities of your Company. The said code is hosted on the website of the Company at https://huvl.in/codes-of-conduct/5-code-of-conduct-for-preveniton-of-insider-trading/

26. OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items during the year under review:

1. The details relating to deposits, covered under Chapter V of the Act, since neither the Company has accepted deposits during the year under review nor there were any deposits outstanding during the year.

2. Details relating to the issue of sweat equity shares, stock options, and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of securities.

3. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

4. During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

5. During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

27. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers, Regulators, Government Authorities – Central and State Government & Local.

The Directors also place on record their appreciation to the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board of Directors
	Heads Up Ventures Limited
Hansraj Rathor	Priyavrat Mandhana
Managing Director	Non - Executive Director
DIN: 07567833	DIN: 02446722
Place : Mumbai
Date : 9th May, 2024