Soweto - South African club Kaizer Chiefs were punished for fielding a virtual reserve side as they lost 2-1 against Ivorians ASEC Mimosas in a CAF Confederation Cup play-off on Sunday.
Captain Hugues Zagbayou gave the visitors from Abidjan a first-half lead in the first leg before a small crowd at Dobsonville Stadium in Soweto.
Zimbabwean Mathew Rusike levelled four minutes from time only for Koffi Boua to snatch the winner three minutes into stoppage time.
Chiefs' English coach Stuart Baxter justified fielding a 'B' team because his squad face a "long and arduous" end to the domestic season.
The Soweto club are chasing a second consecutive Premiership and FA Cup double and playing twice each week.
"We should have won this game against poor opponents," said Baxter. "The second goal we conceded was bad with no one tracking back."
ASEC coach Siaka Traore hailed his young side: "My boys fought tirelessly and we will return to Abidjan and prepare for the second leg."
Former South Africa and Finland coach Baxter made 10 changes to the team that won a league game at Polokwane City last Wednesday with only midfielder George Lebese retained.
And Lebese, who has been in hot scoring form with three goals from his last two games, retired injured at half-time with Philani Cele taking his place.
Former CAF Champions League and CAF Super Cup winners ASEC scored after 36 minutes when unmarked Zagbayou pounced on a loose ball off a corner to fire home.
Chiefs dominated the second half and deservedly equalised four minutes from time as Rusike slammed an angled half-volley across goalkeeper Badra Ali Sangare into the far corner.
But Boua silenced the vibrant crowd three minutes into stoppage time, stealing in unchallenged at the far post to finish off a Moussa Traore cross with his right foot.
The return match is scheduled for Abidjan next weekend with the overall winners advancing to the eight-club group phase of the second-tier African competition.