<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 For the quarterly period ended September 30, 2001

                                       or

/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 For the transition period from ________ to _________

                         Commission File Number: 0-12177

                           BIONOVA HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

                Delaware                                75-2632242
      (State or other jurisdiction                   (I.R.S. Employer
    of incorporation or organization)              Identification No.)

          6701 San Pablo Avenue
           Oakland, California                             94608
  (Address of principal executive offices)               (Zip Code)

                                 (510) 547-2395
              (Registrant's telephone number, including area code)



     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 _X_  No ___

      As of November12, 2001, 23,588,031 shares of common stock, par value
$0.01 per share, of Bionova Holding Corporation were outstanding.

<Page>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           BIONOVA HOLDING CORPORATION
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                            THOUSANDS OF U.S. DOLLARS
                      (EXCEPT SHARE AND PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                             Sept. 30,             Dec. 31,
                                                                               2001                  2000
                                                                         ------------------    ------------------
<S>                                                                      <C>                   <C>
ASSETS
Current assets:
  Cash and cash equivalents............................................        $     61               $   233
  Accounts receivable, net.............................................           1,211                 1,683
  Net assets of discontinued operations (see note 3)...................          58,961                60,552
  Assets held for sale (see note 4)....................................           1,500                    --
  Inventories, net.....................................................              12                   352
  Other current assets.................................................             164                   215
                                                                         ------------------    ------------------
  Total current assets.................................................          61,909                63,035
Property, plant and equipment, net.....................................             900                   932
Patents and trademarks, net............................................           9,605                14,765
Goodwill, net..........................................................           7,756                 8,144
Other assets...........................................................                                    65
                                                                         ------------------    ------------------
Total assets...........................................................       $  80,170             $  86,941
                                                                         ==================    ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses................................       $   9,122              $  3,388
  Accounts due to related parties......................................           6,886                   477
  Advances towards sale of discontinued operations (see note 3)........          58,961                60,552
                                                                         ------------------    ------------------
   Total current liabilities...........................................          74,969                64,417
Contingencies (see note 9)
Stockholders' equity:
  Preferred stock, $0.01 par value, 5,000 shares authorized, 200
  shares issued and outstanding at September 30, 2001 and
  December 31, 2000 (liquidation value of $10,000 per share)...........              --                    --
  Common stock, $0.01 par value, 50,000,000 shares authorized,
  23,588,031 shares issued and outstanding at September 30, 2001
  and  December 31, 2000...............................................             236                   236
  Additional paid-in capital...........................................         169,844               168,897
  Accumulated deficit..................................................        (164,879)             (146,609)
                                                                         ------------------    ------------------
  Total stockholders' equity...........................................           5,201                22,524
                                                                         ------------------    ------------------
Total liabilities and stockholders' equity.............................       $  80,170             $  86,941
                                                                         ==================    ==================
</Table>

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


                                       2

<Page>

                           BIONOVA HOLDING CORPORATION

                 UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
                        AND COMPREHENSIVE INCOME AND LOSS
                            THOUSANDS OF U.S. DOLLARS
                           (EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                             Three Months Ended                 Nine Months Ended
                                                                 Sept. 30,                          Sept. 30,
                                                        -----------------------------      ----------------------------
                                                                2001           2000                2001          2000
                                                        -----------------------------      ----------------------------
<S>                                                     <C>             <C>                <C>            <C>
Total revenues........................................   $       528    $       634        $     1,742    $     2,753
                                                        -----------------------------      ----------------------------

Selling and administrative expenses...................         1,533          1,496              3,576          4,157
Research and development expenses.....................         1,516          1,458              4,182          4,379
Amortization of goodwill, patents and trademarks ...             382            543              1,472          1,669
Impairment of  assets held for sale (see  note 4)......           --             --              2,063             --
                                                        -----------------------------      ----------------------------
                                                               3,431          3,497             11,293         10,205
                                                        -----------------------------      ----------------------------

Operating loss........................................        (2,903)        (2,863)            (9,551)        (7,452)

Interest expense......................................          (450)        (3,385)              (486)       (10,452)
Interest income.......................................           (13)             8                (23)           225
Shareholder litigation expense (see note 8)...........            --             --             (6,379)            --
                                                        -----------------------------      ----------------------------

Loss from continuing operations before
discontinued operations...............................        (3,366)        (6,240)           (16,439)       (17,679)


Discontinued operations:
  Loss from operations of fresh produce business....          (3,122)        (3,589)            (1,831)       (14,263)

Extraordinary loss on retirement of floating rate
notes................................................             --             --                 --         (1,917)
                                                        -----------------------------      ----------------------------

Net loss..............................................   $    (6,488)   $    (9,829)       $   (18,270)   $   (33,859)
                                                        =============================      ============================

Loss per share from continuing operations.............   $     (0.14)   $     (0.27)       $     (0.70)   $     (0.75)
Loss per share from discontinued operations...........         (0.14)         (0.15)             (0.08)         (0.61)
Loss per share from extraordinary items...............            --             --                 --          (0.08)
                                                        -----------------------------      ----------------------------
Net loss per share - basic and diluted................   $     (0.28)   $     (0.42)       $     (0.78)   $     (1.44)
                                                        =============================      ============================

Weighted average number of common shares
outstanding...........................................    23,588,031     23,588,031         23,588,031     23,588,031
</Table>

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


                                       3

<Page>

                           BIONOVA HOLDING CORPORATION
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                            THOUSANDS OF U.S. DOLLARS

<Table>
<Caption>
                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                         ----------------------------------------
                                                                               2001                  2000
                                                                         ------------------    ------------------
<S>                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss..............................................................    $ (18,270)            $ (24,030)
Adjustments to reconcile net loss to net cash used by continuing
operations:
  Depreciation........................................................          188                   134
  Amortization of goodwill, patents and trademarks....................        1,985                 1,465
  Impairment of assets held for sale..................................        2,063                   --
  Loss from sale of property, plant and equipment.....................           --                   (60)
Net changes (exclusive of subsidiaries acquired or divested) in:
  Accounts receivable, net............................................          472                  (340)
  Inventories.........................................................          340                   (78)
  Net assets of discontinued operations...............................          614                 9,321
  Other assets........................................................           52                 6,589
  Accounts payable and accrued expenses...............................        5,734                   749
                                                                         ------------------    ------------------

NET CASH USED IN OPERATING ACTIVITIES.................................       (6,822)               (6,250)
                                                                         ------------------    ------------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Acquisition of intellectual property................................           --                (3,000)
  Purchases of property, plant and equipment..........................         (102)                 (352)
  Proceeds from sale of property, plant and equipment.................           10                    --
                                                                         ------------------    ------------------
NET CASH USED IN INVESTING ACTIVITIES.................................          (92)               (3,352)
                                                                         ------------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Accounts due to related parties.......................................        6,742                    63
Restricted cash.......................................................           --                 9,545
                                                                         ------------------    ------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES.............................        6,742                 9,608
                                                                         ------------------    ------------------

Net increase (decrease) in cash and cash equivalents..................         (172)                    6
Cash at beginning of year ............................................          233                   207
                                                                         ------------------    ------------------
Cash at end of period.................................................    $      61             $     213
                                                                         ------------------    ------------------
</Table>

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


                                       4

<Page>

                           BIONOVA HOLDING CORPORATION

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


NOTE 1 - BASIS OF PRESENTATION

         For operating and financial reporting purposes, the Company
historically has classified its business into three fundamental areas: (1)
FARMING, which consists principally of interests in 100% Company-owned fresh
produce production facilities and joint ventures or contract growing
arrangements with other growers; (2) DISTRIBUTION, consisting principally of
interests in sales and distribution companies in Mexico, the United States, and
Canada; and (3) RESEARCH AND DEVELOPMENT (OR TECHNOLOGY), consisting of business
units focused on the development of fruits and vegetables and intellectual
properties associated with these development efforts. IF THE SALE OF THE FRESH
PRODUCE BUSINESS IS APPROVED BY THE STOCKHOLDERS OF THE COMPANY, BIONOVA HOLDING
WILL SELL THE SUBSIDIARIES ENGAGED IN THE FARMING AND DISTRIBUTION BUSINESSES
AND WILL RETAIN ONLY THE RESEARCH AND DEVELOPMENT BUSINESS. Therefore, the
Farming and Distribution segments have been reclassified as discontinued
operations. The Company's sole business segment now consists of its Research and
Development business.

         In management's opinion, the accompanying unaudited consolidated
financial statements for Bionova Holding for the three and nine month periods
ended September 30, 2001 and 2000 have been prepared in accordance with
generally accepted accounting principles for interim financial statements and
include all adjustments (consisting only of normal recurring accruals) that the
Company considers necessary for a fair presentation of its financial position,
results of operations, and cash flows for such periods. However, the
accompanying financial statements do not contain all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The accompanying unaudited financial statements should be
read in conjunction with the Company's audited financial statements and notes
thereto presented in its 2000 Form 10-K for the fiscal year ended December 31,
2000. Footnotes which would substantially duplicate disclosures in the Company's
audited financial statements for the fiscal year ended December 31, 2000
contained in the 2000 Form 10-K report have been omitted. The interim financial
information contained herein is not necessarily indicative of the results to be
expected for any other interim period or the full fiscal year ending December
31, 2001.

GOING CONCERN

         The Company incurred a net loss of $42.1 million and an operating
cash flow deficiency of $22.1 million for the year ended December 31, 2000.
The loss in fiscal year 2000 included a significant loss from discontinued
operations, but also stemmed from significant research and development
expenditures, administrative expenses and financing expenses associated with
the Company's highly leveraged financial position. The Company also sustained
significant operating losses and operating cash flow deficiencies in 1999 and
1998. The Company experienced a net loss of $18.3 million during the first
nine months of 2001 and used $6.8 million of cash in operations during this
same period. Management anticipates the Company will incur additional losses
and further cash flow deficiencies in the last three months of 2001. The
Company also is attempting to address the recent setback its subsidiary, DNA
Plant Technology Corporation ("DNAP"), experienced in a shareholder
litigation case and how DNAP will fund the judgment for damages that was
rendered against it (see note 9). Due to the continuing losses and operating
cash flow deficiencies, there is substantial doubt about the Company's
ability to continue as a going concern.

         Management has been and is continuing to address the Company's
financial condition by selling assets, exiting the fresh produce business, and
by reaching an agreement with its parent company, Savia, to capitalize all
advances Savia made to the Company in 2000 (other than those advances that will
be paid for by the sale of the fresh produce business to Savia) and advances it
has made and will continue to make to the Company in 2001 to support operations.
These actions were taken to (i) eliminate the sizable payment that would have
been due on the advances by Savia in March 2002 that in all likelihood the
Company would not have been able to meet, (ii) to reduce future volatility in
earnings and cash requirements emanating from the cyclical and unpredictable
nature of the farming operations of the fresh produce


                                       5

<Page>

business and the vulnerability of this business to highly volatile market
prices, and (iii) to enable the Company to concentrate on its technology
business.

         There can be no assurance that these actions will result in sufficient
working capital to significantly improve the Company's current financial
position or its results of operations. The Company also is dependent on Savia to
meet its commitments under the Cash Support Agreement, which is in doubt due to
recent declines in Savia's financial position and the significant debt
obligations it must service. The Cash Support Agreement is due to terminate on
December 31, 2001. While the Company is actively seeking to develop alternative
sources of funding, there can be no assurance the Company will be able to meet
its obligations in 2001 nor secure funds beyond the 2001 calendar year.

         The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

NOTE 2 - NET LOSS PER COMMON SHARE

         The weighted average number of common shares outstanding during the
three and nine month periods ended September 30, 2001 and 2000 was 23,588,031.

         The following table sets forth the potential shares of common stock
that are not included in the diluted net income or loss per share attributable
to common stockholders because to do so would be anti-dilutive for the periods
indicated (in thousands):

<Table>
<Caption>
                                                                     THOUSANDS OF SHARES
                                                       ----------------------------------
                                                                      SEPTEMBER 30,
                                                       ----------------- ----------------
                                                                   2001             2000
                                                       ----------------- ----------------
<S>                                                    <C>                          <C>
Effect of dilutive securities:
    Convertible preferred stock outstanding                      23,156               --
    Stock options outstanding                                       326              362
    Warrants outstanding                                             --              407
</Table>

NOTE 3 - DISCONTINUED OPERATIONS

         On December 28, 2000 Bionova Holding Corporation (" the Company") and
its parent company, Savia, S.A. de C.V., entered into a Purchase Agreement to
which Savia's subsidiary, Bionova International, Inc. is also a party. Among
other commitments and conditions the Company agreed to sell its fresh produce
farming and distribution business segments ("fresh produce business"), including
all of the debt and liabilities of the business, to Savia for $48 million. The
purchase price for the business will be paid by the application of $48 million
of advances previously made by Savia to the Company. Also, on December 29, 2000
the Company issued 200 shares of convertible preferred stock to Bionova
International for $63.7 million, which was paid through the application of all
of the remaining outstanding advances previously made by Savia to the Company
(other than the $48 million which will be retired upon the sale of the fresh
produce business). These 200 shares of preferred stock are convertible into
23,156,116 shares of common stock (a conversion ratio based on $2.75 per share)
at any time after adoption and filing by the Company of a charter amendment
increasing the authorized number of shares of Common Stock to at least
70,000,000.

         For accounting purposes, the sale of the fresh produce business and the
sale of the Series A convertible preferred stock were accounted for as
transactions between entities under common control. No gain or loss is
recognized on the transactions as any differences between cash received and
assets transferred to the parent are treated as capital contributions or
distributions. Accordingly, the Company accounted for the $111.7 million in cash
received (in the form of advances retired) from Savia and its subsidiary,
Bionova International, Inc., as follows:


                                       6

<Page>

1.  The sale of the fresh produce business was accounted for at historical
    cost, and $63.3 million of the proceeds have been included as advances
    towards the sale of discontinued operations on the balance sheet.
2.  The sale of Series A convertible preferred stock was recorded at $34.7
    million, which represents the market value of the common stock on December
    29, 2000, the date of the transaction, into which the Series A convertible
    preferred shares may be converted.
3.  The remaining $13.7 million was accounted for as an additional capital
    contribution.

         In addition, the Company accrued interest expense totaling $9.9 million
related to the advances from Savia and its subsidiary, Bionova International,
Inc., from April 13 through December 29, 2000. As a result of these
transactions, the interest is not payable and the reversal of accrued interest
was accounted for as an additional capital contribution.

         The effective date of December 29, 2000 is the measurement date
referred to when discussing the results of operations of this business elsewhere
in this Form 10-Q.

         The presentation of the discontinued operations includes segregation of
the operating results in the Consolidated Statement of Operations and
Comprehensive Income and Loss for the quarters and nine months ended September
30, 2001 and 2000. The net assets and cash flows of the discontinued operations
are segregated in the Consolidated Balance Sheet at September 30, 2001 and
December 31, 2000 and in the Consolidated Statement of Cash Flows for the nine
months ended September 30, 2001 and 2000. Accordingly, the revenues, costs and
expenses, assets and liabilities and cash flows of these discontinued operations
have been excluded from the respective captions in the Consolidated Statement of
Operations and Comprehensive Income and Loss, Consolidated Balance Sheet and
Consolidated Statement of Cash Flows and have been reported as "Income (loss)
from operations of fresh produce business," "Net assets of discontinued
operations," and as "Net changes in: Net assets of discontinued operations" for
the periods noted above. The results of discontinued operations do not include
any interest expense or management fees allocated by the Company. Data presented
for earnings per share reflect the reclassification of the discontinued
operations.

         The results of the discontinued operations through the appropriate
measurement dates are summarized as follows (in thousands of dollars):

<Table>
<Caption>
                                                                           FARMING    DISTRIBUTION            TOTAL
                                                                           -------    ------------            -----
<S>                                                                       <C>         <C>                 <C>
NINE MONTHS ENDED SEPTEMBER 30, 2001
Revenues....................................................              $  2,485       $ 166,159        $ 168,644
Income (loss) before provision for income taxes.............                (5,789)          4,799             (990)
Income tax expense..........................................                   --            1,131            1,131
Income (loss) from operations, net of income taxes
 and minority interest......................................                (5,352)          3,521           (1,831)
Net income (loss)...........................................                (5,352)          3,521           (1,831)

NINE MONTHS ENDED SEPTEMBER 30, 2000
Revenues....................................................              $   (796)      $ 165,718        $ 164,922
Loss before provision for income taxes......................               (13,221)         (1,712)         (14,933)
Income tax expense..........................................                    --             899              899
Loss from operations, net of income taxes
 and minority interest......................................               (11,888)         (2,375)         (14,263)
Net loss....................................................               (11,888)         (2,375)         (14,263)
</Table>


         For financial reporting purposes, the assets and liabilities
attributable to undisposed discontinued operations have been classified in the
consolidated balance sheet as net assets of discontinued operations and consist
of the following (in thousands of dollars):


                                       7

<Page>

<Table>
<Caption>
                                                                           FARMING    DISTRIBUTION            TOTAL
                                                                           -------    ------------            -----
<S>                                                                      <C>          <C>                 <C>
AT SEPTEMBER 30, 2001
Current assets................................................           $  17,626       $  36,058        $  53,684
Total assets..................................................              62,550          57,665          120,215
Current liabilities...........................................              25,699          31,052           56,751
Total liabilities.............................................              25,704          31,801           57,505
Minority interest.............................................                 --            3,011            3,011
Accumulated other comprehensive income........................                  74             664              738
Net assets of discontinued operations.........................              36,772          22,189           58,961

AT DECEMBER 31, 2000
Current assets................................................           $  22,672       $  38,981        $  61,653
Total assets..................................................              84,880          44,038          128,918
Current liabilities...........................................              30,396          35,438           65,834
Total liabilities.............................................              30,415          35,622           66,037
Minority interest.............................................              (1,145)          3,214            2,069
Accumulated other comprehensive income........................                   0             260              260
Net assets of discontinued operations.........................              55,610           4,942           60,552
</Table>

         In conjunction with the Purchase Agreement, the Company and Savia
entered into a Cash Support Agreement. This agreement provides that, during
2001, Savia will advance funds to the Company as requested to finance the
Research and Development segment of the business and administrative expenses
(but this agreement does not provide for any payments for satisfying judgments
or settlements associated with shareholder litigation). These advances will be
applied (i.e., exchanged) to the purchase by Savia of additional common shares
when the sale of the fresh produce business is closed, and thereafter, through
December 31, 2001. The purchase price for these shares will be $2.50 per share
prior to the expiration of the rights offering, and then will be the higher of
$2.50 per share or the average market price of the Company's common stock. The
Company has budgeted cash requirements for the calendar year 2001 in a range of
$7 to $8 million. The Cash Support Agreement also acknowledges that Savia will
be responsible for providing or arranging the required financing of the fresh
produce business prior to completion of the sale.

         The pending sale of the fresh produce business remains subject to
various conditions, including the approval of stockholders of Bionova Holding.
Stockholders will also be asked to authorize additional shares of common stock
to permit conversion of the preferred stock issued to Savia and to issue the
rights.

         EXCEPT AS NOTED, THE FOOTNOTES TO THESE FINANCIAL STATEMENTS REFLECT
BALANCES OF CONTINUING OPERATIONS AS OF SEPTEMBER 30, 2001 AND DECEMBER 31,
2000. INCOME AND EXPENSE DISCLOSURES IN THE FOOTNOTES TO THESE FINANCIAL
STATEMENTS, UNLESS OTHERWISE NOTED, REFLECT ONLY THOSE FROM CONTINUING
OPERATIONS FOR THE QUARTERS AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000.

NOTE 4 - ASSETS HELD FOR SALE

         The Company's strawberry breeding assets were re-classified as
assets held for sale due to the Company's decision in April 2001 to
re-structure its strawberry business and sell the Company's strawberry
breeding assets. A $2.1 million charge was taken in the second quarter of
2001 for the impairment of assets held for sale. The $2.1 million charge
reflected the difference between the original purchase price of these
breeding assets in December 1998 less the accrued amortization through June
30, 2001 and the expected realization of $1.5 million on the sale. In October
2001 the Company sold certain breeding assets for $0.3 million. In November
the Company accepted final bids on the majority of the remaining breeding
assets, and commitments were signed in an aggregate amount of $0.25 million.
The Company now expects that the total amount it will recover on the sale of
the breeding assets will fall short of the originally anticipated proceeds by
$0.9 million to $1.0 million, and this additional charge will be

                                       8

<Page>

recorded in the fourth quarter of 2001. As the assets are now recorded as being
held for sale, no additional amortization charges will be recorded in the
future. Amortization charges on these assets have been recorded at $0.1 million
per quarter.

NOTE 5 - INVENTORIES

         Inventories were comprised of the following:

<Table>
<Caption>
                                                                                  THOUSANDS OF U.S. DOLLARS

                                                                              SEPTEMBER 30,             DECEMBER 31,
                                                                                       2001                     2000
                                                                          ------------------      -------------------
<S>                                                                       <C>                     <C>
Finished produce..................................................            $         --                $     332
Spare parts and materials.........................................                      12                       20
                                                                          ------------------      -------------------
                                                                              $         12                $     352
                                                                          ==================      ===================
</Table>

NOTE 6 - RECLASSIFICATIONS

         Certain prior year amounts have been reclassified to conform to the
current year presentation.

NOTE 7 - SEGMENT REPORTING

         The Company classifies its business into three fundamental areas:
FARMING, which consists principally of interests in Company-owned fresh produce
production facilities and joint ventures with other growers; DISTRIBUTION,
consisting principally of interests in sales and distribution companies in
Mexico, the United States, and Canada; and RESEARCH AND DEVELOPMENT, consisting
of business units focused on the development of fruits and vegetables and
intellectual properties associated with these development efforts.

         Information pertaining to the operations of these different business
segments is set forth below. The Company evaluates performance based on several
factors. The most significant financial measure used to evaluate business
performance is business segment operating income. Inter-segment sales are
accounted for at fair value as if the sales were to third parties. Segment
information includes the allocation of corporate overhead to the various
segments, as looked at from the point of view of the segment presidents. All
acquired goodwill has been pushed down to the companies and segments that have
made the acquisitions.

<Table>
<Caption>
                                                                 THOUSANDS OF U.S. DOLLARS
                                                                                                Total of
                                                   Discontinued         Research and           Reportable
                                                    Operations           Development            Segments
                                                  ----------------     ----------------      --------------
<S>                                               <C>                  <C>                   <C>
JANUARY 1 - SEPTEMBER 30, 2001
Total revenues.............................        $ 168,644            $   1,742             $ 170,386
Operating income (loss)....................              451               (9,551)               (9,100)
Depreciation and amortization..............            1,649                2,173                 3,822
Identifiable assets at September 30 (1)....          116,248               21,084               137,332
Acquisition of long-lived assets...........            2,916                  102                 3,018

JANUARY 1 - SEPTEMBER 30, 2000
Total revenues.............................        $ 164,922            $   2,753             $ 167,675
Operating loss.............................          (14,081)              (7,452)              (21,533)
Depreciation and amortization..............            1,449                1,599                 3,048
Identifiable assets at September 30 (1)....          109,825               26,240               136,065
Acquisition of long-lived assets...........              790                3,352                 4,142
</Table>

NOTES:
1.   IDENTIFIABLE ASSETS for segments are defined as total assets less cash in
     banks, deferred income taxes and investment in shares.


                                       9
<Page>

Reconciliation of the segments to total consolidated amounts is set forth below:

<Table>
<Caption>
                                                                       THOUSANDS OF U.S. DOLLARS

                                                                         JANUARY 1 - SEPT. 30
                                                                         2001               2000
                                                                    ---------------     --------------
<S>                                                                 <C>                 <C>
REVENUES
    Total segment revenues......................................       $ 170,386          $ 167,675
    Revenues of discontinued operations.........................        (168,644)          (164,922)
                                                                    ---------------     --------------
    Consolidated revenues.......................................       $   1,742          $   2,753
                                                                    ===============     ==============

INCOME BEFORE TAXES
    Total operating loss from reportable segments...............       $  (9,100)         $ (21,533)
    Interest, net...............................................          (1,950)           (11,079)
    Shareholder litigation expense..............................          (6,379)                 0
    Operating (income) loss of discontinued operations..........            (451)            14,081
                                                                    ---------------     --------------
    Consolidated loss before taxes..............................       $ (17,880)         $ (18,531)
                                                                    ===============     ==============

ASSETS
    Total segment identifiable assets...........................       $ 137,332          $ 136,065
    Unallocated and corporate assets  (1).......................             125                276
    Total assets of discontinued operations.....................        (116,248)          (109,825)
    Net assets of discontinued operations.......................          58,961             47,091
                                                                    ---------------     --------------
    Consolidated assets.........................................       $  80,170          $  73,607
                                                                    ===============     ==============
</Table>

NOTES:
1.   Includes Bionova Holding's and segments' cash in banks, deferred income
     taxes and other corporate assets.

     Revenue from external customers by product/service category is set forth
below:

<Table>
<Caption>
                                                                     THOUSANDS OF U.S. DOLLARS

                                                                                                   Total of
                                                        Discontinued        Research and          Reportable
                                                         Operations          Development           Segments
                                                       --------------      --------------       --------------
<S>                                                    <C>                 <C>                  <C>
JANUARY 1 - SEPTEMBER 30, 2001
Core vegetables (1)...........................           $     80,407                             $     80,407
Fruits and other fresh produce (2)............                 88,237                                   88,237
Contracted R&D revenue........................                                $     1,324                1,324
Licensed technology and royalties.............                                        418                  418
                                                       --------------      --------------       --------------
Total                                                    $    168,644         $     1,742             $170,386

JANUARY 1 - SEPTEMBER 30, 2000
Core vegetables (1)...........................           $     90,672                             $     90,672
Fruits and other fresh produce (2)............                 74,250                                   74,250
Contracted R&D revenue........................                                $     2,516                2,516
Licensed technology and royalties.............                                        237                  237
                                                       --------------      --------------       --------------
Total                                                    $    164,922         $     2,753         $    167,675
</Table>

NOTES:
     1.  Core vegetables include tomatoes, bell peppers and cucumbers.
     2.  Fruits and other fresh produce include papayas, mangoes, grapes,
         melons, watermelons and others.


                                       10

<Page>

NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS

          In July 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141 ("FAS 141"), Business
Combinations, and No. 142 ("FAS 142"), Goodwill and Other Intangible Assets. FAS
141, effective June 30, 2001, requires that all business combinations initiated
after June 30, 2001 be accounted for under the purchase method of accounting;
the use of the pooling-of-interests method of accounting is eliminated. FAS 141
also establishes how the purchase method is to be applied for business
combinations completed after June 30, 2001. This guidance is similar to previous
generally accepted accounting principles, however, FAS 141 establishes
additional disclosure requirements for transactions occurring after the
effective date.

         FAS 142, effective on July 1, 2001, eliminates amortization of goodwill
associated with business combinations completed after June 30, 2001. During a
transition period, goodwill associated with business combinations completed
prior to July 1, 2001, will continue to be amortized. All goodwill amortization
expense will cease effective January 1, 2002. However, goodwill will be reviewed
annually (or more frequently if impairment indicators arise) for impairment by
applying a fair-value-based test. FAS 142 also provides additional guidance on
acquired intangible assets that should be separately recognized and amortized
over their useful lives, which could result in the recognition of additional
intangible assets, as compared with previous generally accepted accounting
principles.

         The initial goodwill impairment assessment is expected to be
completed in early 2002; the Company cannot determine if a transition
impairment charge will be recognized in 2002.

         In October 2001, the FASB issued Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses
financial accounting and reporting for the impairment of long-lived assets
and for long-lived assets to be disposed. SFAS 144 will be effective for
fiscal years beginning after December 15, 2001. The Company is currently
evaluating the impact that SFAS 144 will have on its financial statements.

NOTE 9 - SHAREHOLDER LITIGATION EXPENSE AND CONTINGENCIES

         On August 29, 1997, a lawsuit styled GRACE BROTHERS, LTD. V. DNAP
HOLDING CORPORATION, DNA PLANT TECHNOLOGY CORPORATION AND DOES 1 THROUGH 20
INCLUSIVE was filed in the Superior Court of the State of California, County
of Alameda. This claim arose out of the Merger ("the Merger") on September
26, 1996 of DNAP with a wholly-owned subsidiary of Bionova Holding. In the
Merger, shares of DNAP's Preferred Stock were converted into the right to
receive shares of common stock of Bionova Holding. The plaintiff alleged that
it owned shares of Preferred Stock and that DNAP breached its contractual
obligations to the plaintiff by, among other things, not providing special
conversion privileges to the preferred stockholders. The plaintiff also
alleged that Bionova Holding and the former holders of DNAP common stock were
unjustly enriched by DNAP's alleged breach of the Certificate of Designation.
In addition, the plaintiff has added an allegation that Bionova Holding
tortiously interfered with the plaintiff's contract rights. The plaintiff
filed a motion for summary adjudication against DNAP, and on August 10, 2001,
the court ruled in favor of the plaintiff and against DNAP in the amount of
$6.4 million. Judgment against DNAP was entered on August 27, 2001. The
Company recognized a $6.4 million litigation expense in the second quarter of
2001. On October 24, 2001,  DNAP filed a notice of appeal from the judgment.
Bionova Holding and DNAP deny any wrongdoing or liability in this matter and
intend to vigorously contest this lawsuit.

         The Company, DNAP, and former directors of DNAP also have been
defendants in two other shareholder litigation actions stemming from the
Merger. These actions all were decided in favor of the Company, its
affiliates, and directors at the trial court level. Both of these cases
currently are under appeal. Bionova Holding and DNAP deny any wrongdoing and
liability in these matters and intend to vigorously contest these lawsuits.
Please see the Company's Form 10-K for the year ended December 31, 2000 that
was filed on April 2, 2001 for further discussion on the Company's pending
litigation.

                                       11

<Page>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THE COMPANY

         Bionova Holding Corporation, a Delaware corporation (together with its
subsidiaries, unless the context requires otherwise, "Bionova Holding" or the
"Company"), was formed in January 1996, and acts as a holding company for (i)
Agrobionova, S.A. de C.V., a corporation organized under the laws of the United
Mexican States, of which the Company owns 80% ("ABSA"), (ii) International
Produce Holding Company, a Delaware corporation, of which the Company owns 100%
("IPHC"), (iii) DNA Plant Technology Corporation, a Delaware corporation, of
which the Company owns 100% ("DNAP"), and (iv) VPP Corporation, a Delaware
corporation, of which the Company owns 100% ("VPP"). Since October 6, 1998,
approximately 76.6% of the outstanding common stock of the Company has been
indirectly owned by Savia, S.A. de C.V.

         For operating and financial reporting purposes, the Company
historically has classified its business into three fundamental areas: (1)
FARMING, which consists principally of interests in 100% Company-owned fresh
produce production facilities and joint ventures or contract growing
arrangements with other growers; (2) DISTRIBUTION, consisting principally of
interests in sales and distribution companies in Mexico, the United States, and
Canada; and (3) RESEARCH AND DEVELOPMENT (OR TECHNOLOGY), consisting of business
units focused on the development of fruits and vegetables and intellectual
properties associated with these development efforts. IF THE SALE OF THE FRESH
PRODUCE BUSINESS IS APPROVED BY THE STOCKHOLDERS OF THE COMPANY, BIONOVA HOLDING
WILL SELL THE SUBSIDIARIES ENGAGED IN THE FARMING AND DISTRIBUTION BUSINESSES
AND WILL RETAIN ONLY THE RESEARCH AND DEVELOPMENT BUSINESS. Therefore, the
Farming and Distribution segments have been reclassified as discontinued
operations. The Company's sole business segment now consists of its Research and
Development business.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2000

         Revenues of RESEARCH AND DEVELOPMENT decreased from $0.6 million in the
third quarter of 2000 to $0.5 million in the third quarter of 2001. The revenue
decline was attributable to lower revenues recorded on the research activities
being conducted on behalf of Seminis.

         Selling and administrative expenses were virtually unchanged from the
third quarter of 2000 to the third quarter of 2001. The Company has continued to
incur large legal expenses in connection with shareholder litigation and in
examining its re-structuring alternatives.

         Research and development expenses also were virtually unchanged from
the third quarter of 2000 to the third quarter of 2001. Savings generated
through the re-structuring of the technology operations undertaken in the second
quarter of 2001 were offset by the final charges incurred during the quarter
related to the restructuring expense.

         Amortization expense declined from $0.5 million in the third quarter of
2000 to $0.4 million in the third quarter of 2001 due to the re-classification
of the Company's strawberry breeding assets as Assets Held for Sale.

         Interest expense declined from $3.4 million in the third quarter of
2000 to $0.5 million in third quarter of 2001. During the third quarter of 2000
the Company accrued interest expense on the advances that Savia provided to
retire the $100 million of Senior Guaranteed Floating Rate Notes on April 13,
2000 and additional advances Savia made to support the operations of the Company
thereafter. In accordance with the Purchase Agreement concluded on December 29,
2000 all of the 2000 interest expense to Savia was not to be paid and was
accounted for as a capital contribution. In the third quarter of 2001 the
Company accrued $0.4 million of interest expense associated with the advances
that Savia has made in 2001. In accordance with the Cash Support Agreement for
2001 Savia had the right to request a note for these 2001 advances if the sale
of the fresh produce business was not completed by June 30, 2001. Savia made
this request of the Company, and a note was signed in August 2001 for the
outstanding balance as of

                                       12

<Page>

June 30, 2001. The Company has further agreed to update this note upon
Savia's issuance of any additional advances in 2001.

         The net loss from discontinued operations of the fresh produce
business declined from $3.6 million in the third quarter of 2000 to $3.1
million in the third quarter of 2001. This improvement was far lower than in
prior quarters of 2001. The Company's farming operations experienced large
losses in the third quarter of 2001 due to production shortfalls and low
prices, particularly in its grape products.

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2000

         Revenues of RESEARCH AND DEVELOPMENT declined from $2.8 million in
the first nine months of 2000 to $1.8 million in the same period of 2001. The
revenue decline was attributable to lower revenues recorded on the research
activities being conducted on behalf of Seminis and a reduction in royalty
revenues.

         Selling and administrative expenses decreased from $4.2 million in
the first nine months of 2000 to $3.6 million in the same period of 2001 due
to reductions in corporate overhead compensation allocated to the ongoing
operations of the research and development business.

         Research and development expenses declined from $4.4 million in the
first nine months of 2000 to $4.2 million in the same period of 2001 due to a
lower level of research activity and a commensurate reduction in expenses
along with the re-structuring of the technology operations undertaken in the
second quarter of 2001.

         A $2.1 million charge was taken in the second quarter of 2001 for
the impairment of assets held for sale. This charge stems from the Company's
recently announced effort to re-structure its strawberry business and a
decision made in June 2001 to terminate the Company's breeding program and
sell the related assets. The $2.1 million charge reflects the difference
between the original purchase price of these breeding assets in December 1998
less the accrued amortization through June 30, 2001 and the expected
realization of $1.5 million on the sale. In October 2001 the Company sold
certain breeding assets for $0.3 million. In November 2001 the Company
accepted final bids on the majority of the remaining breeding assets, and
commitments were signed in an aggregate amount of $0.25 million. The Company
now expects the total amount it will recover on the sale of the breeding
assets will fall short of the originally anticipated proceeds by $0.9 million
to $1.0 million, and this additional charge will be recorded in the fourth
quarter of 2001. As the assets are now recorded as being held for sale, no
additional amortization charges will be recorded in the future. Amortization
charges on these assets have been recorded at $0.1 million per quarter.

         Interest expense declined from $10.5 million in the first nine
months of 2000 to $0.5 million in the first nine months of 2001. The Company
paid interest on its $100 million of Senior Guaranteed Floating Rate Notes
through the date of their retirement on April 13, 2000 and recorded interest
on the advances made by Savia to retire the floating rate notes and to
support the operations of the Company. In accordance with the Purchase
Agreement concluded on December 29, 2000 all of the 2000 interest expense to
Savia was not to be paid and was accounted for as a capital contribution. In
the third quarter of 2001 the Company accrued $0.4 million of interest
expense associated with the advances that Savia has made in 2001. In
accordance with the Cash Support Agreement for 2001 Savia had the right to
request a note for these 2001 advances if the sale of the fresh produce
business was not completed by June 30, 2001. Since the sale was not completed
by June 30, 2001, Savia exercised its right, and in August 2001 a note was
signed for the outstanding balance due as of June 30, 2001. The Company has
further agreed to update this note upon the issuance of any additional
advances made to the company by Savia after June 30, 2001.

         A $6.4 million charge was taken in the second quarter of 2001 for
shareholder litigation expense due to a court ruling issued by the California
Superior Court on August 10, 2001 in favor of the Grace Brothers in their
motion for summary judgment against DNAP.

         The turnaround from a $14.3 million net loss in the discontinued
operations of the fresh produce business in the first nine months of 2000 to
a loss of $1.8 million in the first nine months of 2001 was primarily a
result of significantly better market conditions in the United States this
year versus prior year

                                       13
<Page>

and the re-structuring of business operations undertaken in 2000. Farming
losses were reduced from $11.9 million to $5.4 million from the first nine
months of 2000 to the same period in 2001. This improvement was due primarily
to better pricing for the Company's products and lower administrative
expenses due to the restructuring undertaken in 2000. An improvement of $5.9
million in the net income of the distribution businesses was achieved due to
higher prices and volumes in the U.S. markets in the first nine months of
2001 as compared with the same period of 2000 and the elimination of write
offs in this segment of the business that occurred in the first nine months
of 2000.

CAPITAL EXPENDITURES

         During the first nine months of 2001 the Company made capital
investments of $0.1 million, the majority of which was spent to purchase
computer hardware and software required for the new trait genomics platform.

LIQUIDITY AND CAPITAL RESOURCES

         For the nine months ended September 30, 2001, the Company used $6.8
million of cash in operating activities. Cash used in the results of
operations amounted to $14.0 million (i.e., net loss as adjusted for items
not affecting cash, including depreciation, amortization, and the impairment
of assets). Working capital requirements declined by $7.2 million during the
first nine months of 2001. The change in working capital was a consequence of
a $0.5 million decline in accounts receivable, a $1.0 million reduction in
the net assets of the discontinued operations of the fresh produce business,
and an increase in accounts payable of $5.7 million due to the accrual of the
expenses associated with the shareholder lawsuit.

         As a result of the Company's operating losses during the past three
years and management's anticipation that the Company will incur a net loss
and an operating cash flow deficiency for the year ending December 31, 2001,
there continues to be substantial doubt about the Company's ability to
continue as a going concern. These deficiencies have been exacerbated by the
recent setback of the Company's subsidiary, DNAP, experienced in a
shareholder litigation case and how DNAP will fund the final judgment for
damages that was rendered against it. Management has been and is continuing
to address the Company's financial condition by selling assets, exiting the
fresh produce business, re-structuring its technology business to reduce the
cash burn in 2001 and beyond, and by entering into a Cash Support Agreement
for 2001 with Savia. During the first nine months of 2001 Savia provided the
Company $6.7 million of funding under this agreement to fund the activities
of the technology business and to cover corporate overheads. There can be no
assurance that the actions the Company is taking will result in sufficient
working capital to significantly improve the Company's current financial
position or its results of operations. The Company also is dependent on Savia
to meet its commitments under the Cash Support Agreement, which is in doubt
due to recent declines in Savia's financial position and the significant debt
obligations it must service. While the Company is actively seeking to develop
alternative sources of funding, there can be no assurance the Company will be
able to meet its obligations in 2001 nor secure funds beyond the 2001
calendar year. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

RECENT ACCOUNTING PRONOUNCEMENTS

          In July 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141 ("FAS 141"), Business
Combinations, and No. 142 ("FAS 142"), Goodwill and Other Intangible Assets.
FAS 141, effective June 30, 2001, requires that all business combinations
initiated after June 30, 2001 be accounted for under the purchase method of
accounting; the use of the pooling-of-interests method of accounting is
eliminated. FAS 141 also establishes how the purchase method is to be applied
for business combinations completed after June 30, 2001. This guidance is
similar to previous generally accepted accounting principles, however, FAS
141 establishes additional disclosure requirements for transactions occurring
after the effective date.

         FAS 142, effective on July 1, 2001, eliminates amortization of
goodwill associated with business combinations completed after June 30, 2001.
During a transition period, goodwill associated with business combinations
completed prior to July 1, 2001, will continue to be amortized. All goodwill
amortization

                                       14

<Page>

expense will cease effective January 1, 2002. However, goodwill will be
reviewed annually (or more frequently if impairment indicators arise) for
impairment by applying a fair-value-based test. FAS 142 also provides
additional guidance on acquired intangible assets that should be separately
recognized and amortized over their useful lives, which could result in the
recognition of additional intangible assets, as compared with previous
generally accepted accounting principles.

         Under FAS 142, the Company's goodwill amortization expense (included
in amortization of goodwill, patents and trademarks) will be approximately
$0.1 million quarterly for the remainder of 2001. The elimination of goodwill
amortization effective January 1, 2002 is expected to reduce operating
expenses by approximately $0.5 million (pretax) and increase net income by
approximately $0.5 million (after tax), for the year ended December 31, 2002,
compared with 2001.

         The initial goodwill impairment assessment is expected to be
completed in early 2002; the Company cannot determine if a transition
impairment charge will be recognized in 2002.

         In October 2001, the FASB issued Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses
financial accounting and reporting for the impairment of long-lived assets
and for long-lived assets to be disposed. SFAS 144 will be effective for
fiscal years beginning after December 15, 2001. The Company is currently
evaluating the impact that SFAS 144 will have on its financial statements.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This report on Form 10-Q includes "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. All statements, including without limitation
statements contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" other than statements of historical facts
included in this Form 10-Q, including statements regarding our financial
position, business strategy, prospects, plans and objectives of our management
for future operations, and industry conditions, are forward-looking statements.
Although we believe that the expectations reflected in these forward-looking
statements are reasonable, we can give you no assurance that these expectations
will prove to be correct. In addition to important factors described elsewhere
in this report, the following "Risk Factors," sometimes have affected, and in
the future could affect, our actual results and could cause these results during
2001 and beyond, to differ materially from those expressed in any
forward-looking statements made by us or on our behalf. When we use the terms
"Bionova," "we," "us," and "our," these terms refer to the Company and its
subsidiaries.

WE MAY NOT BE ABLE TO SATISFY LIABILITIES THAT WE INCUR AS A RESULT OF
STOCKHOLDER LAWSUITS

         The Company and its subsidiary, DNA Plant Technology Corporation, have
been sued in several lawsuits relating to the 1996 merger transaction (the
"Merger") in which DNAP became a subsidiary of the Company. In some of those
lawsuits, the former preferred stockholders of DNAP alleged they should have
received much more consideration for their shares in the Merger than they did.
Two of the cases were decided in favor of the company and are on appeal.
However, in another case, the court issued a $6.4 million judgment against DNAP.
See "Other Information - Legal Proceedings." DNAP may not have the resources to
satisfy this judgment, or may need to liquidate significant assets in order to
do so.

IF WE DO NOT COMPLETE THE SALE OF THE FRESH PRODUCE BUSINESS, WE MAY NOT BE ABLE
TO FIND THE FINANCING TO OPERATE OUR BUSINESS OR TO MEET OUR FINANCIAL
OBLIGATIONS IN 2001 AND 2002

         If this transaction is not completed, the Company probably will not
have enough money to pay the $48 million it will owe to Savia on March 23, 2002
(this obligation would be satisfied as part of the sale of the fresh produce
business). The Company may also have difficulty meeting debt obligations to
banks or other sources of financing it establishes.

         While Bionova International, Inc. ("BII") has agreed to vote its shares
in favor of the transaction to sell the Company's fresh produce business to
Savia, any disruptions which would cause BII to withhold its vote or vote no to
this transaction or any failure to achieve other approvals, such as those
required of certain regulatory authorities in the United States and Mexico,
could result in a failure to complete this transaction. If the transaction is
not completed, then the Company's debt and/or other financial obligations will
continue to increase due to the funding that Savia is required to provide during
2001 for operations and accruing interest expense on these advances. It is
highly unlikely the Company will be able to generate the necessary funds to pay
these obligations when they become due in 2002.


                                       15

<Page>

         The Company is likely to be constrained in efforts it is pursuing to
develop partnerships or other types of collaboration arrangements in its
technology business and in raising new capital required to carry on the
technology business after 2001 with the high level of debt it will be carrying.

EVEN IF WE DO COMPLETE THE SALE OF THE FRESH PRODUCE BUSINESS, WE MAY NOT BE
ABLE TO OBTAIN THE FINANCING NECESSARY TO IMPLEMENT OUR BUSINESS PLAN

         The Company sustained losses in 1998, 1999 and 2000 and during the
first nine months of 2001. While most of these losses arose in the fresh produce
business, the Company's technology business also lost money in each of those
years. Moreover, we do not expect the technology business to become profitable
for at least three years, and it may never become profitable. Therefore, the
Company will need additional financing to achieve its growth and technology
objectives and to fund working capital requirements, capital expenditures and
the purchase and development of new technologies.

         For 2001, Savia has agreed to provide financing to the Company in
exchange for stock, but Savia may not have the resources to fulfill this
commitment. For 2002 and later, the Company will need to find additional debt or
equity financing, which may not be available. Furthermore, additional financing
may dilute or otherwise adversely affect the rights of existing stockholders,
cause the Company to relinquish rights to its technologies or cause it to grant
licenses on unfavorable terms.

WE MAY NOT BE ABLE TO FORM THE STRATEGIC ALLIANCES NECESSARY TO IMPLEMENT OUR
BUSINESS PLAN

         Development and commercialization of the Company's technologies depends
on customer relationships and strategic alliances with other companies. If the
Company cannot find customers or strategic partners in the future, or if the
Company cannot maintain existing strategic alliances, the Company may not be
able to develop its technologies or products. If the Company does not develop
commercially successful products, its business may be significantly harmed.
Since the Company's technologies have many potential applications and it has
limited resources, our focus on any particular area may result in a failure to
capitalize on more profitable areas.

WE MAY NOT BE ABLE TO ACQUIRE OR MAINTAIN THE INTELLECTUAL PROPERTY RIGHTS
NECESSARY TO IMPLEMENT OUR BUSINESS PLAN

         For our business plan to succeed, we will need to develop new
technology and to acquire rights to technology owned by third parties. We may
not be able to negotiate agreements to use all of the technology we will need,
leaving us unable to grow the company in accordance with our projections.

         The Company may not be successful in obtaining patents on new
technology, protecting its trade secrets and conducting its business without
infringing on the rights of others, which could adversely affect its business.

         The Company's success depends, in part, on its ability to obtain and
enforce patents, maintain trade secret protection, and conduct its business
without infringing the proprietary rights of others. If others develop competing
technologies and market competing products, the Company's sales could be
adversely affected. If the Company is not able to maintain its trade secrets or
to enforce its patents, the Company's competitive position could be adversely
affected. In addition, the Company licenses technology from third parties. If
the Company cannot maintain these licenses, or if it cannot obtain licenses to
other useful technology on commercially reasonable terms, its research efforts
could be adversely affected.

         Any inability to adequately protect the Company's proprietary
technologies could harm its competitive position. Furthermore, litigation or
other proceedings or third party claims of intellectual property infringement
could require the Company to spend time and money and could shut down some of
its operations. Because the Company may not be able to obtain appropriate
patents or licenses, it may not be able to successfully operate its business.
The Company intends to conduct proprietary research programs, and any conflicts
with its strategic partners could harm its business.


                                       16

<Page>

WE MAY NOT BE ABLE TO KEEP UP WITH ADVANCES IN TECHNOLOGY

         Genomic technologies have undergone and are expected to continue to
undergo rapid and significant change. The Company's future success will depend
in large part on maintaining a competitive position in the integration of
functional genomics with plant transformation and evaluation. Rapid
technological development by the Company or others may result in products or
technologies becoming obsolete before it recovers the expenses incurred in
connection with their development. Products offered by the Company, its
customers or its strategic partners could be made obsolete by less expensive or
more effective crop enhancement and nutrition enhancement technologies,
including technologies that may be unrelated to genomics. The Company may not be
able to make the enhancements to its technology necessary to compete
successfully with newly emerging technologies.

WE MAY LOSE THE SCIENTISTS AND MANAGEMENT PERSONNEL NECESSARY TO IMPLEMENT OUR
BUSINESS PLAN

         The Company depends on the services of a number of key personnel, and a
loss of any of these personnel could disrupt operations and result in reduced
revenues.

         The realization of the Company's new business strategy depends on,
among other things, its ability to adapt management information systems and
controls and to hire, train and retain qualified employees to allow operations
to be effectively managed.

WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY IN OUR INDUSTRY

         The Company faces significant competition in its chosen fields: novel
crop production traits and specialized technology services. The Company may not
be able to compete effectively, which could cause its business to suffer.

         Both traditional and specialized agricultural chemical firms offer
competing technology (e.g., traditional chemicals and biopesticides) that can be
deployed against fungal disease and nematodes pests. Several agricultural
chemical firms offer novel crop protection traits through biotechnology as well.
Several specialized biotechnology research firms offer pesticide target
discovery of target pathogens, pests or weed species. These biotechnology
research firms may also compete with us in providing specialized technology
services.

         There are also many companies engaged in research and product
development activities based on agricultural biotechnology. Competitors include
specialized biotechnology firms, as well as major pharmaceutical, food and
chemical companies that have biotechnology divisions, many of which have
considerably greater financial, technical, and marketing resources than the
Company. Competition may intensify as technological developments occur at a
rapid rate in the agricultural biotechnology industry.

WE MAY NOT COMPLETE THE DEVELOPMENT OF, OR BE ABLE TO SUCCESSFULLY COMMERCIALIZE
NEW TECHNOLOGY PRODUCTS AND SERVICES

         If the products the Company develops and markets are not commercial
successes, it will not recoup its development and production costs, which will
hurt its financial condition.

         The Company is currently in the early stages of research and
development, and there can be no assurance that any of its projects will be
successful or will produce significant revenues or profits. The success of these
and future products depends on many variables, including technical risks
associated with using genetic engineering for crop protection and nutrition,
business risks associated with selecting commercial targets and capturing value
from customers.

         The Company may be sued for product liability, which, if a suit were
successful, could cause it to face substantial liabilities that exceed its
resources.


                                       17

<Page>

         The Company may be held liable if any product it develops, or any
product that is made using its technologies, causes injury or is found
unsuitable during product testing, manufacturing, marketing or sale. These risks
are inherent in the development of agricultural and food products. The Company
currently does not have product liability insurance. If it chooses to obtain
product liability insurance, but cannot obtain sufficient insurance coverage at
an acceptable cost or otherwise protect against potential product liability
claims, the commercialization of products that the Company's customers,
strategic partners, or that it develops may be prevented. If the Company is sued
for any injury caused by its products, its liability could exceed its total
assets.

WE MAY NOT GAIN PUBLIC ACCEPTANCE FOR OUR GENETICALLY-ENGINEERED PRODUCTS

         If the public is unwilling to accept genetically engineered products,
the Company will not recoup its development and production costs, which will
hurt its financial condition. Social and environmental concerns may limit the
acceptance of genetically engineered products.

         Most of the Company's products are being developed through the use of
genetic engineering. The commercial success of these products will depend in
part on public acceptance of the cultivation and consumption of genetically
engineered products. The Company cannot assure you that these products will gain
sufficient public acceptance to be profitable, even if these products obtain the
required regulatory approvals.

         Public debate surrounding food and fiber crops enhanced through
biotechnology has recently intensified in the United States and internationally.
Technology critics have urged U.S. regulatory agencies to tighten their
regulation of biotechnology crops, including withdrawal of certain product
registrations, implementation of product labeling, and stricter pre-market
approval procedures. Internationally, agricultural biotechnology issues are
being debated within the World Trade Organization, the United Nations Convention
on Biological Diversity, the Codex Alimentarius, and on several regional fronts.
The Company believes that progress has been made to ensure that science-based
rules form the basis for international trade of agricultural biotechnology
products. However, the extent of government regulation that might arise from
future legislative or administrative actions and the potential consequences to
the business is not known and cannot be predicted with certainty.

GOVERNMENT REGULATION

         Government regulation can cause delays and increased costs, which may
decrease the Company's revenues and profitability. Stringent laws may limit the
market for genetically engineered agricultural products that it may develop.
Business opportunities and products developed using technology developed by the
Company may be subject to a lengthy and uncertain government regulatory process
that may not result in the necessary approvals, may delay the commercialization
of its customers' products or may be costly, which could harm its business.

         The Company's activities in the United States are extensively regulated
by the Food and Drug Administration, the United States Department of
Agriculture, the Environmental Protection Agency, and other federal and state
regulatory agencies in the United States. Also, the Company's genetically
engineered products may require regulatory approval or notification in the
United States or in other countries in which they are tested, used or sold. The
regulatory process may delay research, development, production, or marketing and
require more costly and time-consuming procedures, and there can be no assurance
that requisite regulatory approvals or registration of the Company's current or
future genetically engineered products will be granted on a timely basis.

SAVIA AND BIONOVA INTERNATIONAL, INC. HAVE SUBSTANTIAL CONTROL OVER THE COMPANY
AND CAN AFFECT VIRTUALLY ALL DECISIONS MADE BY ITS STOCKHOLDERS AND DIRECTORS

         BII beneficially owns 18,076,839 shares of our common stock accounting
for 76.6% of all issued and outstanding shares. As a result, BII has the
requisite voting power to significantly affect virtually all decisions made by
the Company and its stockholders, including the power to elect all directors and
to block corporate actions such as an amendment to most provisions of the
Company's certificate of incorporation.


                                       18

<Page>

This ownership and management structure will inhibit the taking of any action by
the Company that is not acceptable to BII.

AGRIBUSINESS RISKS

         Extreme weather conditions, disease and pests can materially and
adversely affect the quality and quantity of strawberry starter plants of the
Company's products. There can be no assurance that these factors will not affect
a portion of the Company's revenues in any year and have a material adverse
effect on its business. Defective starter plants could result in warranty claims
and negative publicity, and the insurance covering warranty claims may become
unavailable or be inadequate, which could have a material adverse effect on the
Company's business.

         All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements disclosed in this section and otherwise in
this report.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

         The table below provides information about the Company's derivative
financial instruments consisting primarily of debt obligations that are
sensitive to changes in interest rates. For debt obligations, the table presents
principal cash flows and related weighted average interest rates by expected
(contractual) maturity dates. Notional amounts are used to calculate the
contractual payments to be exchanged under the contracts. Weighted average
variable rates are based on implied forward rates in the yield curve on
September 30, 2001. The information is presented in U.S. dollar equivalents,
which is the Company's reporting currency. The instrument's actual cash flows
are denominated in both U.S. dollars and Mexican pesos, and are indicated
accordingly in the tables below.

<Table>
<Caption>

-----------------------------------------------------------------------------------------------------------
                                                 EXPECTED MATURITY DATE
-----------------------------------------------------------------------------------------------------------
                                                                               There                  Fair
                                         2001     2002      2003      2004     After      Total      Value
-----------------------------------------------------------------------------------------------------------
<S>                                     <C>      <C>       <C>       <C>       <C>        <C>        <C>
Short-term debt:
($US equivalent in millions)
-----------------------------------------------------------------------------------------------------------
    U.S. dollar variable rate......     $ 5.0                                             $ 5.0      $ 5.0
-----------------------------------------------------------------------------------------------------------
      Average interest rate........        9%
-----------------------------------------------------------------------------------------------------------
    Peso variable rate (in $US)..       $ 0.5                                             $ 0.5      $ 0.5
-----------------------------------------------------------------------------------------------------------
      Average interest rate........       26%
-----------------------------------------------------------------------------------------------------------
Long-term debt:
-----------------------------------------------------------------------------------------------------------
    U.S. dollar fixed rate.........     $ 0.0                                             $ 0.0      $ 0.0
-----------------------------------------------------------------------------------------------------------
      Average interest rate........        0%
-----------------------------------------------------------------------------------------------------------
    U.S. dollar variable rate......     $ 0.2    $ 0.2     $ 0.2     $ 0.1     $ 0.1      $ 0.8      $ 0.8
-----------------------------------------------------------------------------------------------------------
      Average interest rate........       10%      10%       10%       10%       10%
-----------------------------------------------------------------------------------------------------------
</Table>

         The Company tries to use the most cost-effective means to fund its
operating and capital needs. Fixed or variable debt will be borrowed in both
U.S. dollars and Mexican pesos. The Company borrows Mexican pesos to provide for
its working capital needs in its Mexican operations. To minimize exchange risk
associated with the importation of products, the Company will enter into forward
exchange contracts where the functional currency to be used in the transaction
is dollars. At September 30, 2001, all of the Company's long-term debt is
variable rate debt and is denominated in U.S. dollars.


                                       19

<Page>

EXCHANGE RATE RISK

         The table below provides information about the Company's financial
instruments by functional currency that are subject to exchange risk. This
information is presented in U.S. dollar equivalents. The table summarizes
information on instruments that are sensitive to foreign currency exchange
rates, including peso-denominated debt obligations. For debt obligations, the
table presents principal cash flows and related weighted average interest rates
by expected maturity dates.

<Table>
<Caption>
--------------------------------------------------------------------------------------------------
                                                                                            Fair
                                                         2001             Total            Value
--------------------------------------------------------------------------------------------------
<S>                                                   <C>                 <C>              <C>
On-Balance sheet
Financial Investments
        ($US equivalent in millions)
--------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------
    Peso short-term debt:
--------------------------------------------------------------------------------------------------
      Variable rate (in $US)...............           $   0.5             $ 0.5            $ 0.5
--------------------------------------------------------------------------------------------------
      Average interest rate................               26%
--------------------------------------------------------------------------------------------------
      Expected maturity or
        Transaction date...................           Dec. 31
--------------------------------------------------------------------------------------------------
</Table>

         The Company had no firmly committed forward sales contracts in Mexican
pesos as of September 30, 2001.

         The Company is exposed to U.S. dollar-to-Mexican peso currency exchange
risk due to revenues and costs denominated in Mexican pesos associated with its
Mexican subsidiaries, ABSA and Interfruver. The Company expects it will continue
to be exposed to currency exchange risks in the near future.

COMMODITY PRICE RISK

The table below provides information about the Company's fresh produce growing
crops inventory and fixed price contracts that are sensitive to changes in
commodity prices. For inventory, the table presents the carrying amount and fair
value at September 30, 2001. For the fixed price contracts, the table presents
the notional amounts in Boxes, the weighted average contract prices, and the
total dollar contract amount by expected maturity dates, the latest of which
occurs within one year from the reporting date. Contract amounts are used to
calculate the contractual payments and quantity of fresh produce to be exchanged
under futures contracts.

<Table>
<Caption>

         ---------------------------------------------------------------------------------------------------------
                              AT SEPTEMBER 30, 2001

         ---------------------------------------------------------------------------------------------------------
                                                                                   Carrying              Fair
                                                                                    Amount              Value
         ---------------------------------------------------------------------------------------------------------
         <S>                                                                       <C>                 <C>
         On-balance sheet commodity position:
             Fresh produce crops in process inventory ($US in millions)....          $  2.1            $  2.1

         ---------------------------------------------------------------------------------------------------------
         ---------------------------------------------------------------------------------------------------------
         Fixed price contracts:
             Contract volumes  (2,169,628 boxes)
             Weighted average unit price (per 2,169,628 boxes).............          $ 8.53            $ 8.53
             Contract amount ($US in millions).............................          $ 18.5            $ 18.5

         ---------------------------------------------------------------------------------------------------------
</Table>

         In order to manage the exposure to commodity price sensitivity
associated with fresh produce products, the Company enters into fixed price
contracts with certain customers which guarantee specified volumes for the
growing season or the year at a fixed price. The Company believes that its
efforts to assure


                                       20
<Page>

a high level of product quality along with efforts to develop and market
differentiated, added value products also reduce to some extent its exposure to
commodity price sensitivity.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On August 29, 1997, a lawsuit styled GRACE BROTHERS, LTD. V. DNAP
HOLDING CORPORATION, DNA PLANT TECHNOLOGY CORPORATION AND DOES 1 THROUGH 20
INCLUSIVE was filed in the Superior Court of the State of California, County
of Alameda. This claim arose out of the Merger ("the Merger") on September
26, 1996 of DNAP with a wholly-owned subsidiary of Bionova Holding. In the
Merger, shares of DNAP's Preferred Stock were converted into the right to
receive shares of common stock of Bionova Holding. The plaintiff alleged that
it owned shares of Preferred Stock and that DNAP breached its contractual
obligations to the plaintiff by, among other things, not providing special
conversion privileges to the preferred stockholders. The plaintiff also
alleged that Bionova Holding and the former holders of DNAP common stock were
unjustly enriched by DNAP's alleged breach of the Certificate of Designation.
In addition, the plaintiff has added an allegation that Bionova Holding
tortiously interfered with the plaintiff's contract rights. The plaintiff
filed a motion for summary adjudication against DNAP, and on August 10, 2001,
the court ruled in favor of the plaintiff and against DNAP in the amount of
$6.4 million. Judgment against DNAP was entered on August 27. On October 24,
DNAP filed a notice of appeal from the judgment. Bionova Holding and DNAP
deny any wrongdoing or liability in this matter and intend to vigorously
contest this lawsuit.

ITEM 5.  OTHER INFORMATION

CONTROLLING STOCKHOLDER; CONFLICTS OF INTEREST

         Approximately 76.6% of the outstanding shares of common stock of the
Company are owned of record by Bionova International, Inc., an indirect,
wholly-owned subsidiary of Savia. Therefore, Savia has the power to elect a
majority of the Company's board of directors and to determine the outcome of any
action requiring the approval of the holders of the Company's common stock. This
ownership and management structure will inhibit the taking of any action by the
Company which is not acceptable to the controlling stockholder.

         Certain of the Company's directors and executive officers are also
currently serving as board members or executive officers of Savia or companies
related to Savia, and it is expected that each will continue to do so. Such
management interrelationships and intercorporate relationships may lead to
possible conflicts of interest.

         The Company and other entities that may be deemed to be controlled by
or affiliated with Savia sometimes engage in (i) intercorporate transactions
such as guarantees, management and expense sharing arrangements, shared fee
arrangements, joint ventures, partnerships, loans, options, advances of funds on
open account and sales, leases and exchanges of assets, including securities
issued by both related and unrelated parties and (ii) common investment and
acquisition strategies, business combinations, reorganizations,
recapitalizations, securities repurchases and purchases and sales (and other
acquisitions and dispositions) of subsidiaries, divisions or other business
units, which transactions have involved both related and unrelated parties. The
Company continuously considers, reviews and evaluates, and understands that
Savia and related entities consider, review and evaluate, transactions of the
type described above. Depending upon the business, tax and other objectives then
relevant, it is possible that the Company might be a party to one or more of
such transactions in the future in addition to those currently in force, such as
the Long Term Funded Research Agreement dated January 1, 1997 between Seminis
Vegetable Seeds, Inc., an indirect subsidiary of Savia, and DNAP. In connection
with these activities the Company might consider issuing additional equity
securities or incurring additional indebtedness. The Company's acquisition
activities may in the future include participation in the acquisition or
restructuring activities conducted by other companies that may be deemed to be
controlled by Savia.


                                       21

<Page>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

   3.1   Certificate of Incorporation of the Company (filed as an exhibit to
         the Company's Registration Statement on  Form  S-4 (No. 333-09975)
         and incorporated herein by reference).

   3.2   Certificate of Amendment to the Certificate of Incorporation of the
         Company effective September 26, 1996 (filed as an exhibit to the
         Company's quarterly report on Form 10-Q for the quarterly period ended
         June 30, 1996 and incorporated herein by reference).

   3.3   Certificate of Amendment to the Certificate of Incorporation of the
         Company effective April 28, 1999 (filed as an exhibit to the Company's
         Quarterly report on Form 10-Q for the quarterly period ended March 31,
         1999 and incorporated herein by reference).

   3.4   Bylaws of the Company (filed as an exhibit to the Company's annual
         report on Form 10-K for the year ended December 31, 1998 and
         incorporated herein by reference).

   4.1   Certificate of Designations for Series A Convertible Preferred Stock
         (filed as an exhibit to the Company's current report of Form 8-K filed
         on January 12, 2001 and incorporated herein by reference).


(b) Reports on Form 8-K

        None.


                                       22

<Page>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                     BIONOVA HOLDING CORPORATION



                     Date: November 13, 2001     By: /s/ ARTHUR H. FINNEL
                                                ---------------------------
                                                       Arthur H. Finnel,
                                                  Executive Vice President,
                                           Treasurer and Chief Financial Officer


                                       23

<Page>

                                INDEX TO EXHIBITS


   3.1   Certificate of Incorporation of the Company (filed as an exhibit to
         the Company's Registration Statement on Form S-4 (No. 333-09975)
         and incorporated herein by reference).

   3.2   Certificate of Amendment to the Certificate of Incorporation of the
         Company effective September 26, 1996 (filed as an exhibit to the
         Company's quarterly report on Form 10-Q for the quarterly period ended
         June 30, 1996 and incorporated herein by reference).

   3.3   Certificate of Amendment to the Certificate of Incorporation of the
         Company effective April 28, 1999 (filed as an exhibit to the Company's
         Quarterly report on Form 10-Q for the quarterly period ended March 31,
         1999 and incorporated herein by reference).

   3.4   Bylaws of the Company (filed as an exhibit to the Company's annual
         report on Form 10-K for the year ended December 31, 1998 and
         incorporated herein by reference)

   4.1   Certificate of Designations for Series A Convertible Preferred Stock
         (filed as an exhibit to the Company's current report of Form 8-K filed
         on January 12, 2001 and incorporated herein by reference).


                                       24