On April 1, 2021, Whitmore Manufacturing, LLC (“Whitmore”), a wholly-owned subsidiary of CSWI, completed the formation of a joint venture (the "Whitmore JV") with Pennzoil-Quaker State Company dba SOPUS Products (“Shell”), a wholly-owned subsidiary of Shell Oil Company that comprises Shell’s U.S. lubricants business. The formation was consummated through a transaction in which Whitmore sold to Shell a 50% interest in a wholly-owned subsidiary (containing certain existing operating assets) in exchange for consideration of $13.4 million from Shell in the form of cash ($5.3 million) and intangible assets ($8.1 million).

The Whitmore JV is deemed to be a VIE as the equity investors at risk, as a group, lack the characteristics of a controlling financial interest. The major factor that led to the conclusion that the Company is the primary beneficiary of this VIE is that Whitmore has the power to direct the manufacturing activities, which are considered the most significant activities for the Whitmore JV. The Whitmore JV has been consolidated into the operations of the Company and its activity has been included in our Specialized Reliability Solutions segment since the formation date. Whitmore JV's total net assets are presented below (in thousands):


	March 31, 2025		March 31, 2024
Cash	$	9,591	$	5,909
Accounts receivable, net	8,407		8,094
Inventories, net	4,823		3,851
Prepaid expenses and other current assets	254		138
Property, plant and equipment, net	13,452		14,241
Intangible assets, net	4,859		5,669
Other assets	597		315
Total assets	$	41,983	$	38,217

Accounts payable	$	7,755	$	6,004
Accrued and other current liabilities	1,605		1,463
Other long-term liabilities	414		206
Total liabilities	$	9,774	$	7,673

The Whitmore JV's LLC Agreement contains a put option that gives either member the right to sell its 50% equity interest in the Whitmore JV to the other member at a dollar amount equivalent to 90% of the initiating member's equity interest determined based on the fair market value of the Whitmore JV's net assets. This put option can be exercised, at either member's discretion, by providing written notice to the other member during the month of July 2024 and every two years afterwards. The put option was not exercised in July 2024. This redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. Changes in redeemable noncontrolling interest for the years ended March 31, 2025 and 2024 were as follows (in thousands):


	March 31, 2025		March 31, 2024
Balance at beginning of the year	$	19,355	$	18,464

Net income attributable to redeemable noncontrolling interest	832		891



Ending balance	$	20,187	$	19,355