HMV Group PLC Interim Results -13-

The Directors of HMV Group plc are listed in the HMV Group plc Annual Report for the 52 weeks ended 28 April 2012. A list of current Directors is maintained on the HMV Group plc website www.hmvgroup.com.

By order of the Board

   Trevor Moore                                                    Ian Kenyon 
   Chief Executive Officer                                        Group Finance Director 
   12 December 2012                                             12 December 2012 

INDEPENDENT REVIEW REPORT TO HMV GROUP PLC

Introduction

We have been engaged by the company to review the interim condensed consolidated financial statements in its interim financial results report for the 26 weeks ended 27 October 2012 which comprises the interim consolidated income statement, interim consolidated statement of comprehensive income, interim consolidated balance sheet, interim consolidated statement of changes in equity, interim consolidated cash flow statement and related notes 1-18. We have read the other information contained in the interim financial results report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The interim financial results report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The interim condensed consolidated financial statements included in this interim financial results report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the company a conclusion on the interim condensed consolidated financial statements in the interim financial results report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the interim condensed consolidated financial statements in the interim financial results report for the 26 weeks ended 27 October 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Emphasis of matter - going concern

In forming our review opinion on the interim condensed consolidated financial statements, which is not modified, we have considered the adequacy of the disclosure made in Note 2, Basis of Preparation, concerning the Group's ability to continue as a going concern. These include the following material uncertainties which cast significant doubt on the Group's ability to continue as a going concern:

- the current level of Christmas trading has not been in line with the level expected and the Directors have concluded that it is probable that the January 2013 and April 2013 covenants will not be complied with.

- the ability to trade is dependent on continuity of supply. Any reduction or withdrawal of supplier support and the inability to negotiate more favourable commercial terms with suppliers, will materially adversely affect the Group's margins.

- future trading may not be in line with the assumptions in the Group's latest forecasts. These are dependent on the current economic environment, the strength of core physical product markets in the important gifting season, the strength of the releases relative to forecast, HMV's market share and the impact of the new store service initiatives.

These uncertainties may lead to an inability of the Group to maintain sufficient cash flow in order to operate within the existing debt facilities, including the requirement to clear down the GBP50 million working capital facility for a period of 31 consecutive days and repaying the amortisation payment of GBP30 million in January 2013.

The Directors continue to maintain regular and constructive dialogue with the Group's banks which includes keeping them fully informed in relation to current trading.

The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern, which would include writing down the carrying value of assets to their recoverable amount and providing for any further liabilities that might arise.

Ernst & Young LLP

Birmingham

12 December 2012

This information is provided by RNS

The company news service from the London Stock Exchange

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