<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 March 31, 2002

                                       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 May 9, 2002, 23,480,408 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


<Table>
<Caption>
                                                                                               March 31,          December 31,
                                                                                                    2002                  2001
                                                                                          ---------------       ---------------
<S>                                                                                            <C>                   <C>
ASSETS
Current assets:
  Cash and cash equivalents.....................................................               $   3,697             $   2,463
  Accounts receivable, net......................................................                  18,936                19,739
  Advances to growers, net......................................................                   6,175                 8,999
  Inventories, net..............................................................                  14,944                12,797
  Assets held for sale (see Note 4).............................................                   4,245                 4,245
  Other current assets..........................................................                   1,130                 1,079
                                                                                             ------------          ------------
  Total current assets..........................................................                  49,127                49,322
Property, plant and equipment, net..............................................                  33,394                33,788
Patents and trademarks, net.....................................................                   2,875                 3,000
Other assets....................................................................                  10,287                10,729
                                                                                             ------------          ------------
Total assets....................................................................               $  95,683             $  96,839
                                                                                             ============          ============

LIABILITIES, MINORITY INTEREST, AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable and accrued expenses.........................................               $  19,026             $  19,090
  Accounts due to related parties...............................................                  88,697                89,297
  Short-term bank loans.........................................................                   7,989                 9,389
  Current portion of long-term debt.............................................                     161                   161
                                                                                             ------------          ------------
   Total current liabilities....................................................                 115,873               117,937
Long-term debt with third parties...............................................                     522                   558
                                                                                             ------------          ------------
   Total liabilities............................................................                 116,395               118,495
                                                                                             ------------          ------------
Minority interest...............................................................                     255                   164
                                                                                             ------------          ------------
Contingencies (see Note 9)
Stockholders' deficit:
  Preferred stock, $0.01 par value, 5,000 shares authorized, 200
   shares issued and outstanding at both March 31, 2002 and December 31, 2001,
   liquidation value of  $10,000 per share......................................                      --                    --
  Common stock, $0.01 par value, 50,000,000 shares authorized,
    23,480,408 and 23,588,031 shares issued and outstanding on March 31,
    2002 and December 31, 2001, respectively....................................                     236                   236
  Additional paid-in capital....................................................                 171,597               171,597
  Accumulated deficit...........................................................                (192,722)             (193,499)
  Accumulated other comprehensive income (loss).................................                     (78)                 (154)
                                                                                             ------------          ------------
  Total stockholders' deficit...................................................                 (20,967)              (21,820)
                                                                                             ------------          ------------
Total liabilities, minority interest, and stockholders' deficit.................               $  95,683             $  96,839
                                                                                             ============          ============
</Table>

                 The accompanying notes are an integral part of
               these unaudited consolidated 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
                                                                                                          March 31,
                                                                                             -----------------------------------
                                                                                                     2002                  2001
                                                                                             -------------         -------------
<S>                                                                                           <C>                   <C>
Total revenues..................................................................              $    46,449           $    66,243
                                                                                             ------------          ------------

Cost of sales....................................................................                  39,074                56,619
Selling and administrative expenses ............................................                    3,924                 4,696
Research and development expenses...............................................                      829                 1,636
Amortization of goodwill, patents and trademarks................................                      125                   920
                                                                                             ------------          ------------
                                                                                                   43,952                63,871
                                                                                             ------------          ------------

Operating profit................................................................                    2,497                 2,372
                                                                                             ------------          ------------

Interest expense................................................................                   (2,266)                 (995)
Interest income ................................................................                      322                   493
Exchange gain (loss), net.......................................................                      133                  (310)
Other non-operating income, net.................................................                      372                    68
                                                                                             ------------          ------------
                                                                                                   (1,439)                 (744)
                                                                                             ------------          ------------

Income before income taxes......................................................                    1,058                 1,628
Income tax expense..............................................................                      193                   427
                                                                                             ------------          ------------

Income before minority interest.................................................                      865                 1,201
Minority interest in net income of subsidiaries, net............................                      (88)                 (445)
                                                                                             ------------          ------------

Net income......................................................................                      777                   756

Other comprehensive income (expense) net of tax:
  Foreign currency translation adjustment.......................................                       76                  (125)
                                                                                             ------------          ------------

Comprehensive income............................................................              $       853           $       631
                                                                                             ============          ============

Basic earnings per common share.................................................              $      0.03           $      0.03
                                                                                             ============          ============
Diluted earnings per common share...............................................              $      0.02           $      0.02
                                                                                             ============          ============

Weighted average number of common shares outstanding............................               23,480,408            23,588,031
Weighted average number of common shares outstanding, assuming dilution.........               46,636,524            46,744,147
</Table>

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

                                        3
<Page>

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

<Table>
<Caption>
                                                                                                    Three Months Ended
                                                                                                        March 31,
                                                                                            -------------------------------------
                                                                                                     2002                  2001
                                                                                            ---------------       ---------------
<S>                                                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income......................................................................              $       777           $       756
Adjustments to reconcile net income to net cash provided by operating activities:
  Minority interest.............................................................                       88                   445
  Depreciation..................................................................                      917                 1,091
  Amortization of goodwill, patents and trademarks..............................                      125                   913
  Loss on sale of assets........................................................                       --                 1,273
  Other non-cash items..........................................................                      518                  (125)
Net changes (exclusive of subsidiaries acquired or divested) in:
  Accounts receivable and advances to growers, net..............................                    3,630                (1,820)
  Inventories...................................................................                   (2,147)                1,450
  Other assets..................................................................                      (51)                  654
  Accounts payable and accrued expenses.........................................                     (464)               (1,094)
                                                                                            ---------------       ---------------

NET CASH PROVIDED BY OPERATING ACTIVITIES.......................................                    3,393                 3,543
                                                                                            ---------------       ---------------

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchases of property, plant and equipment......................................                     (523)               (3,929)
Proceeds from sale of property, plant and equipment.............................                       --                   170
                                                                                            ---------------       ---------------
NET CASH USED IN INVESTING ACTIVITIES...........................................                     (523)               (3,759)
                                                                                            ---------------       ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in short-term borrowing..............................................                   (1,400)               (4,467)
Net change in long-term borrowing...............................................                      (36)                1,028
Accounts due to related parties.................................................                     (200)                2,173
                                                                                            ---------------       ---------------

NET CASH USED IN FINANCING ACTIVITIES...........................................                   (1,636)               (1,266)
                                                                                            ---------------       ---------------

Net increase (decrease) in cash and cash equivalents............................                    1,234                (1,482)
Cash at beginning of period ....................................................                    2,463                 3,536
                                                                                            ---------------       ---------------
Cash at end of period...........................................................              $     3,697           $     2,054
                                                                                            ===============       ===============
</Table>

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

                                        4
<Page>

                           BIONOVA HOLDING CORPORATION

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 1 - BASIS OF PRESENTATION

     For operating and financial reporting purposes, Bionova Holding Corporation
(together with its subsidiaries, unless the context requires otherwise, "Bionova
Holding" or 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.

     In management's opinion, the accompanying unaudited consolidated financial
statements for Bionova Holding for the three month period ended March 31, 2002
and 2001 have been prepared in accordance with accounting principles generally
accepted in the United States of America 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 unaudited consolidated financial statements do not contain all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. The accompanying unaudited
consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements and notes thereto presented
in its 2001 10-K for the fiscal year ended December 31, 2001. Footnotes which
would substantially duplicate disclosures in the Company's audited consolidated
financial statements for the fiscal year ended December 31, 2001 contained in
the 2001 10-K report have been omitted. The interim consolidated 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, 2002.

GOING CONCERN

     The Company incurred a net loss of $56.6 million and an operating cash
flow deficiency of $3.5 million for the year ended December 31, 2001. The
Company also sustained significant operating losses and operating cash flow
deficiencies from 1997 through 2001. At March 31, 2002 the Company had a
negative working capital position of $66.7 million.

     Management has been and is continuing to address the Company's financial
condition by postponing the sale of its fresh produce business and selling
non-core assets of the fresh produce business. The Company also decided during
the first week of May 2002 to close down its research and development
operations to eliminate the ongoing expense involved in this segment of the
business (see Note 8). The Company still must find a solution to the $88.7
million of debt plus additional interest accruing from March 31, 2002 that is
due to Savia and its subsidiaries during 2002. 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
nor can there be any assurance the Company will be able to meet its
obligations in 2002 nor secure or generate the funds to take it beyond the
2002 calendar year. This raises substantial doubt about the Company's ability
to continue as a going concern.

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

                                        5
<Page>

NOTE 2 - NET INCOME PER COMMON SHARE

     The weighted average number of common shares outstanding during the
three month periods ended March 31, 2002 and 2001 was 23,480,408 and
23,588,031, respectively. On a diluted basis, assuming Savia were to convert
the 200 shares of preferred stock it currently holds into common, the
weighted average number of common shares outstanding during the three month
periods ended March 31, 2002 and 2001 would have been 46,636,524 and
46,744,147, respectively.

     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)

                                                                                      March 31
                                                                           ----------------------------------
                                                                                 2002                2001
                                                                           ----------------------------------
<S>                                                                            <C>                 <C>
Effect of dilutive securities:
    Convertible preferred stock outstanding.............                       23,156              23,156
    Stock options outstanding...........................                          216                 326
</Table>

NOTE 3 - INVENTORIES

     Inventories were comprised of the following:

<Table>
<Caption>
                                                                                      (Thousands of U.S. Dollars)

                                                                                     March 31,          December 31,
                                                                                          2002                  2001
                                                                                  --------------        ------------
<S>                                                                                  <C>                  <C>
Finished produce........................................                             $     527            $     844
Growing crops...........................................                                 6,453                5,691
Advances to suppliers...................................                                 1,331                  727
Spare parts and materials...............................                                 3,131                2,875
Merchandise in transit and other........................                                 3,692                2,848
                                                                                  --------------        -------------
                                                                                        15,134               12,985
Allowance for slow moving inventory.....................                                  (190)                (188)
                                                                                  --------------        -------------
                                                                                     $  14,944            $  12,797
                                                                                  ==============        =============
</Table>

NOTE 4 - ASSETS HELD FOR SALE

     Assets held for sale were comprised of the following:

<Table>
<Caption>
                                                                                      (Thousands of U.S. Dollars)

                                                                                     March 31,          December 31,
                                                                                          2002                  2001
                                                                                  --------------        ------------
<S>                                                                                  <C>                  <C>
Agricultural land in Sinaloa, Mexico................................                 $   3,255            $   3,255
Agricultural land in Guerrero, Mexico...............................                       825                  825
Land and greenhouse facilities in Brentwood, California.............                       165                  165
                                                                                  --------------        -------------
                                                                                     $   4,245            $   4,245
                                                                                  ==============        =============
</Table>

NOTE 5 - GOODWILL AND INTANGIBLE ASSETS

     The Company conducted a comprehensive impairment review at the end of 2001.
Based on the review significant impairment charges were recorded in the fourth
quarter of 2001, which reduced the Company's goodwill to zero and the net value
of its patents and trademarks to $3.0 million at December 31, 2001.

     Annual amortization expense on the Company's patents and trademarks is
expected to be approximately $0.5 million in 2002.  Pro forma net income and
pro forma net income per share, excluding amortization, were the following:

<Table>
<Caption>
                                                                        (Thousands of U.S. Dollars)

                                                                        March 31,         March 31,
                                                                          2002              2001
                                                                       ----------        ----------
<S>                                                                    <C>               <C>
Net income, as reported..............................................  $      777        $      756
Add back:  goodwill amortization.....................................          --               427
                                                                       ----------        ----------
Pro forma net income.................................................  $      777        $    1,183
                                                                       ==========        ==========
Basic net income per share, as reported..............................  $     0.03        $     0.03
Add back:  goodwill amortization per share...........................          --              0.02
                                                                       ----------        ----------
Pro forma basic net income per share.................................  $     0.03        $     0.05
                                                                       ==========        ==========
Diluted net income per share, as reported............................  $     0.02        $     0.02
Add back:  goodwill amortization per share...........................          --              0.01
                                                                       ----------        ----------
Pro forma diluted net income per share...............................  $     0.02        $     0.03
                                                                       ==========        ==========
</Table>

NOTE 6 - RECLASSIFICATIONS

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

                                        6
<Page>

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 prior to December 31, 2001 was pushed down to the companies
and segments that had made the acquisitions. At December 31, 2001 Bionova
Holding determined its goodwill had become impaired and a charge was recorded
to write off all of the goodwill of the Company as of that date.

<Table>
<Caption>
                                                                    (Thousands of U.S. Dollars)

                                                                                             Research            Total of
                                                                                                  and          Reportable
                                                     Farming         Distribution         Development            Segments
                                            -----------------    -----------------    ----------------    ----------------
<S>                                                 <C>               <C>                 <C>                 <C>
JANUARY 1 - MARCH 31, 2002
Revenues from unaffiliated customers....          $  4,463          $ 41,674            $    312            $  46,449
Inter-segment revenues..................            22,390                --                  --               22,390
                                                  ----------        ----------          ----------          -----------
Total revenues..........................            26,853            41,674                 312               68,839
                                                  ==========        ==========          ==========          ===========
Operating profit (loss).................             1,672             1,917                (503)               3,086
                                                  ==========        ==========          ==========          ===========
Depreciation and amortization                          772                90                 180                1,042
Identifiable assets (1).................            69,943            24,194              16,033              110,170
Acquisition of long-lived assets........               495                28                  --                  523

JANUARY 1 - MARCH 31, 2001
Revenues from unaffiliated customers...           $    406          $ 65,242            $    595            $  66,243
Inter-segment revenues..................            26,199                --                  --               26,199
                                                  ----------        ----------          ----------          -----------
Total revenues..........................            26,605            65,242                 595               92,442
                                                  ==========        ==========          ==========          ===========
Operating profit (loss).................             2,155             3,090              (1,987)               3,258
                                                  ==========        ==========          ==========          ===========
Depreciation and amortization                        1,151               228                 625                2,004
Identifiable assets (1).................            89,463            39,166              37,163              165,792
Acquisition of long-lived assets........             2,294             1,635                  --                3,929
</Table>

(1.) Identifiable assets for segments are defined as total assets less cash in
     banks, deferred income taxes and investment in shares.

                                        7
<Page>

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

<Table>
<Caption>
                                                                                      (Thousands of U.S. Dollars)

                                                                                          JANUARY 1 - MARCH 31
                                                                                   ---------------------------------
                                                                                       2002                 2001
                                                                                   -------------       -------------
<S>                                                                                  <C>                 <C>
REVENUES
Revenues from unaffiliated customers.............................                    $   68,839          $   92,442
Inter-segment revenues...........................................                       (22,390)            (26,199)
                                                                                   -------------       -------------
Total revenues...................................................                    $   46,449          $   66,243
                                                                                   =============       =============

INCOME BEFORE TAXES
Total operating profit from reportable segments..................                    $    3,086          $    3,258
Total operating loss from Bionova Holding Corporation (1)........                          (589)               (886)
Interest, net....................................................                        (1,944)               (502)
Exchange gain (loss), net........................................                           133                (310)
Other non-operating (expense) income, net........................                           372                  68
                                                                                   -------------       -------------
Consolidated income before taxes.................................                    $    1,058          $    1,628
                                                                                   =============       =============

ASSETS
Total segment identifiable assets................................                    $  110,170          $  165,792
Unallocated and corporate assets (2).............................                         3,757               2,122
Eliminations (3).................................................                       (18,244)            (16,780)
                                                                                   -------------       -------------
Consolidated assets..............................................                    $   95,683          $  151,134
                                                                                   =============       =============
</Table>

NOTES:
(1.) Certain expenses, such as shareholder litigation, investor relations, and
     Board and professional fees have not been allocated to the segments.
     Management determined that these types of expenses have not been associated
     with, nor did the results of these activities benefit the operating
     segments.
(2.) Includes Bionova Holding's and segments' cash in banks, deferred income
     taxes and other corporate assets.
(3.) Consists principally of inter-segment intercompany balances.

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

<Table>
<Caption>
                                                                       (Thousands of U.S. Dollars)

                                                                                           Research              Total of
                                                                                              and               Reportable
                                                     Farming         Distribution         Development            Segments
                                            -----------------    -----------------    ----------------    ----------------
<S>                                                 <C>               <C>                 <C>                 <C>
JANUARY 1 - MARCH 31, 2002
Core vegetables (1).....................            $ 3,624           $ 28,584            $    --             $ 32,208
Fruits and other fresh produce (2)......                839             13,090                 --               13,929
Contracted R&D revenue..................                 --                 --                312                  312

JANUARY 1 - MARCH 31, 2001
Core vegetables (1).....................            $    --           $ 35,546            $    --             $ 35,546
Fruits and other fresh produce (2)......                406             29,696                 --               30,102
Contracted R&D revenue..................                 --                 --                595                  595
</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.

                                        8
<Page>

NOTE 8 - SUBSEQUENT EVENT: CLOSING OF RESEARCH AND DEVELOPMENT OPERATIONS

     On May 13, 2002 Bionova Holding announced it had begun closing down its
research and development operations, including all of the activities carried out
through its wholly owned DNAP and VPP subsidiary companies. The focus of DNAP's
research during the past year had been the production of transgenic plants which
provide improved disease resistance for fruit and vegetable crops. Concerns
about public acceptance of transgenic products in these markets made producers
reluctant to invest in the development of transgenic fruits and vegetables.
Further, the agricultural industry has suffered from low prices for its products
over the past few years, leading growers, food companies and other providers to
delay new research and development investment. Despite an intensive search,
these factors made it difficult for DNAP to develop new customers; and, with the
absence of a customer base, DNAP was not able to obtain venture capital or other
financing sufficient to continue operations. Accordingly, the research and
development operations will be closed down during May and June, including the
Oakland facility, and nearly all personnel will be laid off. DNAP will shift its
focus to the licensing and sale of its intellectual property. It is expected the
shutdown of operations will be complete by June 30, 2002.

     In conjunction with the closing of the Company's research and development
operations, DNAP and Seminis Vegetable Seeds agreed to terminate their long-term
funded research agreement, which was entered into in January 1997. Seminis made
a cash payment as part of the termination agreement, and DNAP captured certain
technology rights which bring value to its technology licensing activities.

     In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS No. 144"), "Accounting for the Impairment or Disposal
of Long-Lived Assets," which is effective for fiscal years beginning after
December 15, 2001 and interim periods within those fiscal periods. This
Statement supersedes FASB Statement No. 121 and APB 30, however, this Statement
retains the requirement of Opinion 30 to report discontinued operations
separately from continuing operations and extends that reporting to a component
of an entity that either has been disposed of (by sale, by abandonment, or in a
distribution to owners) or is classified as held for sale.

     FASB 144 stipulates that if the decision is made to dispose of a long-lived
asset after the balance sheet date but before issuance of the financial
statements, it shall continue to be classified as held and used in the
continuing operations of the business for those financial statements when
issued. Accordingly, since the decision to close down the Company's research and
development operations was taken after March 31, 2002, Research and Development
was treated as a continuing operation for the three months ended March 31, 2002
and its assets were classified as held and used as of that same date.

     Revenues and losses of the Company's research and development operations
for the quarter ended March 31, 2002 (in thousands of dollars) were as follows:

<Table>
<S>                                                                   <C>
Revenues..............................................                $    312
Loss before provision for income taxes................                    (503)
Income tax expense....................................                      --
Net loss..............................................                    (503)
</Table>

     Summary data relating to the assets and liabilities of the Company's
research and development operations (in thousands of dollars) at March 31, 2002
is shown below.

<Table>
<S>                                                                   <C>
Current assets........................................                $    487
Total assets..........................................                   4,048
Current liabilities...................................                   2,763
Total liabilities.....................................                   2,763
Net assets of Research and Development................                   1,285
</Table>

                                        9
<Page>

NOTE 9 - LEGAL ACTIONS AND CONTINGENCIES

     The Company, DNAP, and former directors of DNAP are defendants in one
remaining shareholder litigation styled GORDON K. AARON ET AL. V. EMPRESAS LA
MODERNA, S.A. DE C.V., ET AL. This action was filed in the U.S. federal district
court for the Northern District of California action and stemmed from the 1996
merger of DNAP and the fresh produce business of Bionova Holding. A
substantially identical class action lawsuit styled ROBERT KACZAK V. EMPRESAS LA
MODERNA, S.A. DE C.V., ET AL. was filed in the U.S. federal district court for
the Northern District of California, and these two cases were then consolidated.
This action was decided in favor of the Company, its affiliates, and directors
at the trial court level. The plaintiffs appealed this judgment to the U.S.
Court of Appeals for the Ninth Circuit, which heard arguments on the matter on
February 12, 2002. Bionova Holding and DNAP deny any wrongdoing and liability in
these matters and intend to vigorously contest these lawsuits.

     ABSA owns one hundred hectares (approximately 247 acres) of rural land in
the State of Sinaloa, Mexico, which is the subject of a judicial proceeding
pending in Mexico initiated by a group of campesinos. The petitioners asserted
that a previous owner of the subject land, Miguel Angel Suarez, owned rural land
in excess of the maximum that was then allowed by law and that therefore the
land rightfully belonged to them. On September 25, 1996, the court upheld the
petition and ordered the land turned over to the petitioners. The court also
ruled that the transfer of the property to Olga Elena Batiz Esquer on
June 2, 1990 was null and void, which would mean that the transfer of the land
by Ms. Batiz to ABSA in 1993 was ineffective. On October 23, 1996, Ms. Batiz,
who was a party to the trial court proceeding, filed a challenge to the judicial
determination based on alleged violations of her constitutional rights and
procedural and substantive errors in the trial court proceedings. If ABSA is
ultimately required to transfer the subject land, which constitutes
approximately 7.7% of the total agricultural land owned by ABSA, Mexican law
gives ABSA limited indemnification rights against the State of Sinaloa and Ms.
Batiz.

     On June 16, 2000, a lawsuit styled SANTA CRUZ EMPACADORA, S. DE R.L. DE
C.V., V. R.B. PACKING OF CALIFORNIA, INC. was filed in the United States
District Court for the Southern District of California. R.B. Packing of
California, Inc., a subsidiary of Bionova Holding, had been the United States
distributor of fresh produce sold by the plaintiff. The plaintiff alleges that
R.B. Packing of California, Inc. sold Santa Cruz produce to related companies at
below market prices and thereby engaged in unfair conduct, fraud and breach of
statutory and fiduciary duties. The plaintiff seeks an unspecified amount of
compensatory and punitive damages. R.B. Packing of California, Inc. denies any
wrongdoing or liability in this matter and intends to vigorously contest this
lawsuit.

     On December 30, 1998, Bionova Holding, through its subsidiary, VPP,
acquired Monsanto Company's strawberry development program. The original
purchase price was $5.0 million. The purchase contract stipulated that if
Monsanto was able to satisfy certain conditions to grant certain additional
licenses, VPP would be obligated to make additional payments. In 2000 VPP paid
Monsanto an additional $3.0 million when Monsanto was able to grant one of
these licenses. If Monsanto is able to fulfill the conditions to grant the
additional licenses, VPP would be obligated to make additional payments in an
amount as great as $4.0 million in the future. The granting of these
additional licenses is contingent on the resolution of a patent interference
case involving Monsanto and several other companies. The Company does not
believe this case is likely to be decided for at least two to three years, and
it is not possible to predict with any certainty whether Monsanto will win or
lose the case.

     Please see the Company's Form 10-K for the year ended December 31, 2001
that was filed on April 12, 2002 for further discussion on the Company's pending
litigation and contingencies.

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 98.6% ("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)

                                       10
<Page>

VPP Corporation, a Delaware corporation, of which the Company owns 100% ("VPP").
Since October 6, 1998, approximately 77% 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.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2001

     Consolidated total revenues declined to $46.4 million for the quarter ended
March 31, 2002 from $66.2 million in the same quarter of 2001, consolidated
gross profit (sales less cost of sales) declined to $7.4 million for the quarter
ended March 31, 2002 from $9.6 million in the same quarter of 2001, and the
Company's consolidated operating profit increased to $2.5 million for the
quarter ended March 31, 2002 from $2.4 million in the same quarter of 2001.

     FARMING segment revenues, the majority of which are eliminated in
consolidation, increased from $26.6 million in the first quarter of 2001 to
$26.9 million in the first quarter of 2002. Production volumes increased by more
than 15% from the first quarter of 2001 to the first quarter of 2002, but
average selling prices for the Company's fresh produce declined by 16% between
the year-on-year quarters. This decline in prices significantly impacted gross
profit between the two years due to the heavy component of fixed cost (or
"investment") in each acre of production prior to the harvest of the crops.
Consequently, Farming segment gross profit declined from $2.3 million in the
first quarter of 2001 to $1.8 million in the first quarter of 2002. These
declines in gross profit filtered directly into operating profit, as selling and
administrative expenses of the Farming segment in the first quarter of both
years was $0.1 million. Therefore, Farming segment operating profit decreased
from $2.2 million (8.1% of revenues) in the first quarter of 2001 to $1.7
million in in the first quarter of 2002 (6.2% of revenues).

     Revenues of the DISTRIBUTION segment declined from $65.2 million in the
first quarter of 2001 to $41.7 million in the same quarter of 2002. The revenue
decline was attributable largely to the divestiture of Interfruver de Mexico,
S.A. de C.V. in November 2001, which accounted for $22.1 million of sales in the
first quarter of 2001. (Interfruver still serves as the Company's distributor of
fresh produce harvested by ABSA, but sales to Interfruver are now recorded as
revenues from unaffiliated customers of the Farming segment). Revenues of the
U.S. distribution companies declined $2.4 million, or 7.4%, due to the delay in
the harvest of Culiacan. Revenues of Premier Fruits & Vegetables, BBL Inc. in
Canada increased by $0.8 million, or 7.5%. Gross profit of the Distribution
Segment declined by $1.8 million, or nearly 30%, due to the impact of the
divestiture of Interfruver (gross profit in the first quarter of 2001 was $1.1
million) and lower gross profit from the U.S. distribution operations ($0.9
million), offset in part by $0.2 million of higher gross profit from Premier
Canada. Selling and administrative expenses of the Distribution segment declined
by $0.6 million, which was due entirely to the divestiture of Interfruver. These
factors, when combined, resulted in a reduction in the operating profit of the
Distribution segment from $3.1 million in the first quarter of 2001 to $1.9
million in the first quarter of 2002. As a percentage of sales, operating profit
declined slightly from 4.7% in the first quarter of 2001 to 4.6% in the first
quarter of 2002.

     RESEARCH AND DEVELOPMENT segment revenues declined from $0.6 million in the
first quarter of 2001 to $0.3 million in the first quarter of 2002. The revenue
decline was attributable to lower revenues recorded on the research activities
being conducted on behalf of Seminis. Research and development expenses and
administrative expenses declined by $0.8 million and $0.5 million, respectively,
from the first quarter of 2001 to the first quarter of 2002 due to staffing
reductions undertaken during the second quarter of 2001 in an effort to conserve
cash resources and refocus the technology group on a new strategic direction.
Amortization of goodwill, patents and trademarks in the Research and Development

                                       11
<Page>

segment decreased by $0.5 million from the first quarter of 2001 to the same
quarter of 2002. These factors combined to reduce the operating loss of the
Research and Development segment from $2.0 million in the first quarter of 2001
to $0.5 million in the first quarter of 2002.

     Amortization of goodwill, patents and trademarks, which are expensed in
each of the segments, declined from $0.9 million in the first quarter of 2001 to
$0.1 million in the first quarter of 2002. This decline was due to the
significant impairment charges recorded in the fourth quarter of 2001, which
reduced the Company's goodwill to zero and the value of its patents and
trademarks to $3.0 million at December 31, 2001.

     Corporate administrative expenses declined from $0.9 million in the first
quarter of 2001 to $0.6 million in the first quarter of 2002. The Company
received $0.4 million in insurance proceeds in connection with the reimbursement
of a portion of the legal expenses it has borne over the past five years
associated with shareholder lawsuits. These proceeds were credited to
administrative expenses in the first quarter of 2002.

     Interest expense increased from $1.0 million in the first quarter of 2001
to $2.3 million in the first quarter of 2002.

     The decline in income tax expense from $0.4 million in the first quarter of
2001 to $0.2 million in the same quarter of 2002 was a consequence of the
divestiture of Interfruver, which recorded income tax of $0.3 million in the
first quarter of 2001, offset in part by higher income tax at Premier Canada.

     The share of income in subsidiaries allocable to minority interests was
$0.4 million in the first quarter of 2001 as compared with $0.1 million in the
same quarter of 2002. These allocations of the share of profits were consistent
with the minority positions held across the operating subsidiaries of the
Company and reflect the impact of the divestiture of Interfruver on minority
interest income in the first quarter of 2001.

CAPITAL EXPENDITURES

     During the first quarter of 2002 the Company made capital investments of
$0.5 million. The majority of the funds was spent to purchase stakes used to
grow ABSA's tomato and pepper products and construct growing facilities in Todo
Santos.

LIQUIDITY AND CAPITAL RESOURCES

     For the three months ended March 31, 2002, the Company generated $3.4
million of cash from operating activities. Net income, minority interests share
of profit, the addback of depreciation and other non-cash items accounted for
$2.4 million. Accounts receivable and advances to growers were reduced by $3.6
million, as the Company collected cash on the carryover of the Todo Santos
harvest from year-end 2001 and reduced its grower receivables in conjunction
with the conclusion of the 2001 Todo Santos winter harvest and a large portion
of the Culiacan harvest. Inventories increased by $2.1 million due to build up
of inventories for the spring harvest season of Todo Santos.

     For the three months ended March 31, 2002, the Company used $0.5 million in
investing activities. Almost all of this cash was spent on property, plant and
equipment for the fresh produce business.

     Net cash used in financing activities during the first three months of 2002
totaled $1.6 million. A reduction in the net borrowings from U.S. banks of $1.4
million accounted for the vast majority of this cash usage, as the fresh produce
business reduced its revolving line of credit consistent with its working
capital requirements.

     In 2001 Savia made $7.5 million of advances to Bionova Holding under a cash
support agreement that was intended to provide the Company's technology business
with the opportunity to reorganize and raise financing to go forward with its
business strategy. DNAP's research strategy was changed to focus on the
production of transgenic plants which provide improved disease resistance for
fruit and vegetable crops. This strategy was felt to offer the highest
opportunity for success in interesting new research

                                       12
<Page>

sponsors and new equity investors. The cash support agreement between the
Company and Savia terminated on December 31, 2001. Savia has not provided any
additional funds in 2002, and it has not indicated it has any intention of
providing new funds in the future.

     Efforts to raise new financing and complete contracts with new research
partners during 2001 and the months of January through April of 2002 failed to
result in any commitments. Concerns about public acceptance of transgenic
products in these markets made producers reluctant to invest in the development
of transgenic fruits and vegetables. Further, the agricultural industry has
suffered from low prices for its products over the past few years, leading
growers, food companies and other providers to delay new research and
development investment. Despite an intensive search, these factors made it
difficult for DNAP to develop new customers; and, with the absence of a customer
base, DNAP was not able to obtain venture capital or other financing sufficient
to continue operations. Due to this inability to raise new funds, a decision was
made during the first week of May 2002 to shut down the Company's research and
development operations. These operations will be closed down during May and
June, including the Oakland facility, and nearly all personnel will be laid off.
DNAP will shift its focus to the licensing and sale of its intellectual
property. It is expected the shutdown of operations will be complete by
June 30, 2002.

     Company management and its Board of Directors have continued to explore
their other options in 2002 and beyond. The Company has continued to delay the
sale of its fresh produce business to Savia. With the re-structuring of the
business operations undertaken in 2000-2001, on a pro-forma basis, the fresh
produce business generated its first operating profit, albeit only $0.4 million,
for the first time since 1995. The pro-forma basis excludes charges for the
impairment of the goodwill of the fresh produce business and the losses recorded
on the divestitures of two distribution subsidiaries in 2001. However, after
interest and taxes, the fresh produce business still experienced a net loss for
the year. The fresh produce business did generate a net income in the first
quarter of 2002 and currently projects a net income for the full calendar year
2002. Cash generation ran below projections during the first quarter due to
weather conditions that delayed the Culiacan harvest and low prices for its
product during the months of February and March. The Company remains hopeful
that it will make up the deficiency during the months of April and May. If the
Company does not meet its cash projections for the harvest season, in all
likelihood the fresh produce business may be forced to sell other assets or cut
back its operations consistent with available working capital.

     At March 31, 2002 Bionova Holding and its subsidiaries were indebted to
Savia and its subsidiaries (other than Bionova Holding) in a total amount of
$88.7 million. Of this total $18.0 million was owed by ABSA and is accruing
interest at a rate of approximately 9% per annum. Bionova Holding had debt of
$65.9 million to Savia. The Bionova Holding debt currently is accruing interest
at a rate of approximately 12.5% per annum. Other subsidiaries of Bionova
Holding had related party accounts due to Savia and its subsidiaries that
accounted for the balance of the $4.8 million. All of the Bionova Holding debt
originally was due to be paid by March 23, 2002, but was extended by agreement
between Bionova Holding and Savia until December 31, 2002. The other related
party accounts due to Savia and its subsidiaries have varying maturities, and
all are due at various times in 2002. At this time, Bionova Holding does not
know how this indebtedness will be handled.

     All of the Company's $8.7 million of bank debt ($8.2 million of which was
current) at March 31, 2002 was associated with Bionova Produce, Inc., the
Company's distributing subsidiary in Nogales, Arizona. There are three primary
components to this debt. Bionova Produce, Inc. had a $6 million revolving line
of credit, the principal of which is due in full on September 30, 2002. The
second component of the debt is a five-year loan for $0.7 million secured by
real property and is due August 30, 2006. The third component of the bank debt
is a term loan in an amount of $2.5 million which is due on June 30, 2002. All
of this debt is secured by Savia. Bionova Produce, Inc. currently is working
on renewing the lines of credit which expire in 2002, including a pre-season
term loan to provide the necessary funds to invest in the next Culiacan winter
growing season. There can be no assurance the bank will agree to provide this
term loan or renew the revolving line of credit when it comes due.

     As a result of the Company's operating losses during the past five years
and its current financial structure, there continues to be substantial doubt
about the Company's ability to continue as a going

                                       13
<Page>

concern. Management has been and is continuing to address the Company's
financial condition by postponing the sale of its fresh produce business and
selling non-core assets of the fresh produce business. As stated previously, the
Company also decided during the first week of May 2002 to close down its
research and development operations and thereby eliminate the ongoing expense
involved in this segment of the business. The Company still must find a solution
to the $88.7 million of debt plus additional interest accruing from March 31,
2002 that is due to Savia and its subsidiaries during 2002. 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 nor can there be any assurance the Company will be able to meet its
obligations in 2002 or beyond. This raises substantial doubt about the Company's
ability to continue as a going concern.

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

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
2002 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.

RISKS RELATING TO OUR FINANCIAL CONDITION

WE MAY CONTINUE TO SUSTAIN LOSSES AND ACCUMULATE DEFICITS IN THE FUTURE

     We have sustained losses in every year of our existence from 1996 through
2001. As of March 31, 2002 our accumulated deficit was $192.7 million. For the
year ended December 31, 2001, we had a net loss of $56.6 million. The factors
that caused these losses, including factors described in this section, may
continue to limit our ability to make a profit in the future.

WE WILL NEED ADDITIONAL FINANCING TO ACHIEVE OUR GROWTH OBJECTIVES, WHICH
COULD HURT OUR FINANCIAL CONDITION

     We will need additional capital to meet our growth objectives and working
capital requirements. Our projected cash flows from operations and existing
capital resources, including our existing credit lines, may not be sufficient.
Therefore, our ability to pursue these objectives may depend on our ability to
obtain additional capital, which could cause us to incur additional debt or
issue additional equity securities. We cannot assure you that additional capital
will be available on satisfactory terms, if at all, and, as a result, we may be
restricted in our pursuit of future growth strategies.

OUR LEVERAGED POSITION COULD CAUSE US TO BE UNABLE TO MEET OUR CAPITAL NEEDS,
WHICH COULD HURT OUR FINANCIAL CONDITION

     At March 31, 2002 we had a working capital deficit of $66.7 million and a
stockholders deficit of $21.0 million. We had $8.7 million of debt with banks
and $88.7 million of debt with Savia and Savia's subsidiaries. This level of
indebtedness may pose substantial risks to our company and to our stockholders,
including the possibility that we may not generate sufficient cash flow to pay
our outstanding debts. Our

                                       14
<Page>

level of indebtedness may also adversely affect our ability to incur additional
indebtedness and finance our future operations and capital needs, and may limit
our ability to pursue other business opportunities.

RISKS RELATING TO OUR FARMING AND DISTRIBUTION BUSINESS

BAD WEATHER AND CROP DISEASE CAN AFFECT THE AMOUNT OF PRODUCE WE CAN GROW, WHICH
CAN DECREASE OUR REVENUES AND PROFITABILITY

     Weather conditions greatly affect the amount of fresh produce we bring to
market, and, accordingly, the prices we receive for our produce. Storms, frosts,
droughts, and particularly floods, can destroy a crop and less severe weather
conditions, such as excess precipitation, cold weather and heat, can kill or
damage significant portions of a crop. Crop disease and pestilence can be
unpredictable and can have a devastating effect on our crops, rendering them
unsalable and resulting in the loss of all or a portion of the crop for that
harvest season. Even when only a portion of our crops are damaged, the profits
we could have made on the crop will be severely affected because the costs to
plant and cultivate the entire crop will have been incurred although we may
experience low yields or may only be able to sell a portion of our crop.

LABOR SHORTAGES AND UNION ACTIVITY CAN AFFECT OUR ABILITY TO HIRE WORKERS TO
HARVEST AND DISTRIBUTE OUR CROPS, WHICH CAN HURT OUR FINANCIAL CONDITION

     The production of fresh produce is heavily dependent upon the availability
of a large labor force to harvest crops. The turnover rate among the labor force
is high due to the strenuous work, long hours, necessary relocation and
relatively low pay. If it becomes necessary to pay more to attract labor to farm
work, our labor costs will increase.

     The Mexican farm work force retained by ABSA is unionized. If the union
attempts to disrupt production and is successful on a large scale, labor costs
will likely increase and work stoppages may be encountered, which would be
particularly damaging in our industry where harvesting crops at peak times and
getting them to market on a timely basis is critical. The majority of fresh
produce is shipped by truck. In the United States and in Mexico, the trucking
industry is largely unionized and therefore susceptible to labor disturbances.
As a result, delivery delays caused by labor disturbances in the trucking
industry or any other reason could limit our ability to get fresh produce to
market before it spoils.

ABSA'S RELIANCE ON LEASES AND PRODUCTION ASSOCIATIONS COULD RESULT IN INCREASED
COSTS, WHICH COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS

     ABSA relies on agricultural land leased from others, production
associations with other growers, and contract production with third party
growers for a large part of its supply. The average term of the land leases is
two years and we expect to renew most of these land leases as they expire. If
the other parties to these leases were to choose not to renew their agreements
with ABSA, ABSA would be required to locate alternate sources of supply and/or
land or, in some cases, to pay increased rents for land. In addition to
increased rental rates, increases in land costs could result from increases in
water charges, property taxes and related expenses. Production associations and
contract production with third party growers are generally arranged three to six
months prior to each growing season. The provisions of the contracts with these
growers may change from year to year, which can affect the amount of supply, the
prices of the produce, and the cost and profit sharing arrangements among the
parties. If these other growers choose not to renew their contracts, ABSA would
be required to locate alternate sources of supply, which may or may not be
available.

RISKS RELATING TO OUR INTERNATIONAL OPERATIONS

LEGAL LIMITATIONS COULD AFFECT OUR OWNERSHIP OF RURAL LAND IN MEXICO, WHICH
COULD DECREASE OUR SUPPLY OF PRODUCE CAUSING A DECREASE IN OUR REVENUES AND
PROFITABILITY

     ABSA owns a substantial amount of rural land in Mexico, which it uses to
grow fresh fruits and vegetables. Historically, the ownership of rural land in
Mexico has been subject to legal limitations and

                                       15
<Page>

claims by residents of rural communities, which in some cases could lead to the
owner being forced to surrender its land. ABSA has been, and continues to be,
involved in land dispute proceedings as part of its ordinary course of business.
If ABSA is required to surrender any of its land, the volume of fresh fruits and
vegetables it produces would decline and adversely affect our profitability.
There is currently pending in Mexico a lawsuit challenging the ownership rights
of ABSA to rural land it owns in Mexico. If this lawsuit was to be decided
against ABSA, ABSA could lose a total of 7.7% of all the rural land it owns in
Mexico.

CURRENCY FLUCTUATIONS AND INFLATION CAN INCREASE THE COST OF OUR PRODUCTS IN THE
UNITED STATES AND ABROAD, WHICH DECREASES OUR REVENUES AND PROFITABILITY

     While currency exchange rates in Mexico have been relatively stable over
the past three years, previous history has shown that these rates can be highly
volatile. For example, in December 1994, the Mexican government announced its
intention to float the Mexican peso against the United States dollar and, as a
result, the peso devalued over 40% relative to the dollar during that month.
Exchange rate fluctuations impact our subsidiaries' businesses. If the value of
the peso decreases relative to the value of the dollar, then (i) imports of
produce into Mexico for distribution become more expensive in peso terms and
therefore more difficult to sell in the Mexican market; and (ii) inflation that
generally accompanies reductions in the value of the peso reduces the purchasing
power of Mexican consumers, which reduces the demand for all products including
produce and, in particular, imported, branded or other premium-quality produce.
Conversely, if the value of the peso increases relative to the value of the
dollar, Mexican production costs increase in dollar terms, which results in
lower margins or higher prices with respect to produce grown in Mexico and sold
in the United States and Canada.

VOLATILE INTEREST RATES IN MEXICO CAN INCREASE OUR CAPITAL COSTS

     Historically, interest rates in Mexico have been volatile, particularly in
times of economic unrest and uncertainty. High interest rates restrict the
availability and raise the cost of capital for our Mexican subsidiaries and for
growers and other Mexican parties with whom we do business, both for borrowings
denominated in pesos and for borrowings denominated in dollars. Costs of
operations for our Mexican subsidiaries are higher as a result.

TRADE DISPUTES BETWEEN THE UNITED STATES AND MEXICO CAN RESULT IN TARIFFS,
QUOTAS AND BANS ON IMPORTS, INCLUDING OUR PRODUCTS, WHICH CAN HURT OUR FINANCIAL
CONDITION

     Despite the enactment of the North American Free Trade Agreement, Mexico
and the United States from time to time are involved in trade disputes. The
United States has, on occasion, imposed tariffs, quotas, and importation bans on
products produced in Mexico. U.S. tomato growers have brought dumping claims
against Mexican tomato growers and may do so again. Because some of our
subsidiaries produce products in Mexico, which we sell in the United States,
such actions, if taken, could adversely affect our business.

                                       16
<Page>

GENERAL BUSINESS RISKS

SAVIA AND AG-BIOTECH CAPITAL, LLC HAVE SUBSTANTIAL CONTROL OVER THE COMPANY AND
CAN AFFECT VIRTUALLY ALL DECISIONS MADE BY ITS STOCKHOLDERS AND DIRECTORS

     Ag-Biotech Capital, LLC beneficially owns 18,076,839 shares of our common
stock accounting for 77.0% of all issued and outstanding shares. As a result,
Ag-Biotech Capital, LLC 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. This ownership
and management structure will inhibit the taking of any action by the Company
that is not acceptable to Ag-Biotech Capital, LLC.

WE MAY INCUR SIGNIFICANT LIABILITY 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. Though the
trial courts in these cases dismissed all of the claims, one of these cases is
still under appeal. If the Company is ultimately found to be liable in this
case, the value of the potential judgment could be far more than the Company
could afford to pay.

WE MAY NOT BE ABLE TO ADAPT OUR MANAGEMENT INFORMATION SYSTEMS AND CONTROLS TO
KEEP PACE WITH OUR FUTURE BUSINESS STRATEGY, WHICH COULD HURT OUR FINANCIAL
CONDITION

     The realization of our business strategy depends on, among other things,
our ability to adapt management information systems and controls and to hire,
train and retain qualified employees to allow these operations to be effectively
managed. The geographic separation of our subsidiaries' operations exacerbates
these issues.

     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.

                                       17
<Page>

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 March
31, 2002. 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
table below.

<Table>
<Caption>
                                                                  (Millions of Dollars)

                                                                  EXPECTED MATURITY DATE

                                                                                                               Fair
                                          2002      2003      2004       2005        2006        Total        Value
                                       ------------------------------------------------------------------------------
<S>                                      <C>        <C>       <C>        <C>        <C>         <C>          <C>
Short-term debt:
   U.S. dollar variable rate........     $ 8.0                                                  $ 8.0         $ 8.0
    Average interest rate...........         6%
Long-term debt:
   U.S. dollar fixed rate...........     $ 0.2      $ 0.1     $ 0.1      $ 0.2      $ 0.1       $ 0.7         $ 0.7
    Average interest rate...........         9%         9%        9%         9%         9%
</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. At March 31, 2002 the
Company had no debt denominated in Mexican pesos. 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.

EXCHANGE RATE RISK

     At March 31, 2002 the Company did not hold any financial instruments
subject to exchange rate risk.

     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 subsidiary, ABSA. The Company expects it will continue to be exposed to
currency exchange risks in the 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 December 31, 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.

                                       18
<Page>

                              AT DECEMBER 31, 2001

<Table>
<Caption>
                                                                                   Carrying           Fair
                                                                                    Amount            Value
                                                                               -----------------------------------
<S>                                                                                 <C>               <C>
         On-balance sheet commodity position:
            Fresh produce crops in process inventory ($US in millions)..........    $  5.7            $  5.7

         Fixed price contracts:
            Contract volumes  (3,038,000 boxes)
            Weighted average unit price (per 3,038,000 boxes)...................    $  8.76           $  8.76
            Contract amount ($US in millions)...................................    $  26.6           $   6.6
</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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     As previously reported in the Company's annual report on Form 10-K for the
year-ended December 31, 2001, on January 21, 1997, a class action lawsuit styled
GORDON K. AARON ET AL. V. EMPRESAS LA MODERNA, S.A. DE C.V., ET AL. was filed in
the U.S. federal district court for the Northern District of California. The
plaintiffs alleged that, prior to the merger (the "Merger") of DNAP with a
subsidiary of Bionova Holding on September 26, 1996, they owned shares of DNAP's
$2.25 Convertible, Exchangeable Preferred Stock ("Preferred Stock"). In
connection with the Merger, all of the shares of common stock and Preferred
Stock of DNAP were converted into the number of shares of common stock of
Bionova Holding specified in the Merger Agreement. The plaintiffs alleged that
they were denied certain rights they allegedly had under the terms of the
Preferred Stock and that certain individuals (the "Individual Defendants"), each
of whom was a director of DNAP prior to the Merger and in some cases later
served as a director of Bionova Holding, breached fiduciary duties of loyalty,
candor and care allegedly owed to DNAP and its stockholders. On March 9, 2000,
the court granted summary judgment in favor of the defendants on the voting
rights claims and on December 21, 2000, the court granted summary judgment in
favor of the defendants on all remaining claims. The plaintiffs appealed the
judgment on the voting rights claims to the U.S. Court of Appeals for the Ninth
Circuit, and on April 11, 2002, that court affirmed the lower court's ruling in
favor of DNAP and the other defendants.

ITEM 5. OTHER INFORMATION

SHUTDOWN OF TECHNOLOGY BUSINESS

     On May 13, 2002 Bionova Holding announced it had begun closing down its
research and development operations, including all of the activities carried out
through its wholly owned DNAP and VPP subsidiary companies. The focus of DNAP's
research during the past year had been the production of transgenic plants which
provide improved disease resistance for fruit and vegetable crops. Concerns
about public acceptance of transgenic products in these markets made producers
reluctant to invest in the development of transgenic fruits and vegetables.
Further, the agricultural industry has suffered from low prices for its products
over the past few years, leading growers, food companies and other providers to
delay new research and development investment. Despite an intensive search,
these factors made it difficult for DNAP to develop new customers; and, with the
absence of a customer base, DNAP was not able to obtain venture capital or other
financing sufficient to continue operations. Accordingly, the research and
development operations will be closed down during May and June, including the
Oakland facility, and nearly all personnel will be laid off. DNAP will shift its
focus to the licensing and sale of its intellectual property. It is expected the
shutdown of operations will be complete by June 30, 2002.

                                       19
<Page>

     In conjunction with the closing of the Company's research and development
operations, DNAP and Seminis Vegetable Seeds agreed to terminate their long-term
funded research agreement which was entered into in January 1997. Seminis made a
cash payment as part of the termination agreement, and DNAP captured certain
technology rights which bring value to its technology licensing activities.

CONTROLLING STOCKHOLDER; CONFLICTS OF INTEREST

     Approximately 77% of the outstanding shares of common stock of the Company
are owned of record by Ag-Biotech Capital LLC, a 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. 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.

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).

                                       20
<Page>

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

(b)  Reports on Form 8-K

     On January 4, 2002, the Company filed a Current Report on Form 8-K dated
November 16, 2001 reporting (i) the sale of a controlling interest in the
Company by Bionova International, Inc., to its affiliate Ag-Biotech Capital,
LLC, and (ii) the sale by the Company's subsidiary, Agrobionova, S.A. de C.V.,
of its 50.01% interest in Interfruver de Mexico, S.A. de C.V. On February 4,
2002, the Company filed an amendment to this report on Form 8-K/A amending the
disclosure related to the sale of Interfruver de Mexico, S.A. de C.V., and
containing pro forma financial statements giving effect to this transaction,
including the Company's unaudited pro forma consolidated balance sheet as of
September 30, 2001 and the unaudited pro forma consolidated statements of
operations for the nine months ended September 30, 2001 and for the year ended
December 31, 2000.

     On January 31, 2002, the Company filed a Current Report on Form 8-K dated
January 15, 2002 reporting the election of Gabriel Montemayor to serve as the
Chief Financial Officer of the Company.

                                       21
<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: May 14, 2002       By: /s/ Gabriel Montemayor
                                                   ----------------------
                                                     Gabriel Montemayor,
                                           Treasurer and Chief Financial Officer

                                       22
<Page>

INDEX TO EXHIBITS

(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 on Form 8-K filed
        on January 12, 2001 and incorporated herein by reference).

                                       23