Port Elizabeth - Baroka FC completed a South African football fairytale Saturday by beating 10-man Orlando Pirates 3-2 on penalties to win the Telkom Knockout title in Port Elizabeth.

A thrilling climax to the secondary domestic cup competition finished 2-2 after extra-time before an enthralled crowd at Nelson Mandela Bay Stadium.

Baroka converted three penalties and Pirates two in the shootout, enabling a club formed just 11 years ago to collect the R4 million first prize.

Few pundits gave Baroka any chance of winning because they lie just above the relegation zone with only two victories from 12 matches while Pirates top the league table.

"This triumph is so pleasing because I have been coaching in South Africa for only five months and still learning," said Zambia-born Baroka handler Wedson Nyirenda.

"It is a wonderful end to a year in which I have had to carry many heavy burdens, especially the death of my wonderful mother."

Serbia-born Pirates coach Milutin Sredojevic hailed his team despite the loss, saying: "I told them at half-time (of regular time) to be proud and show character, and they did."

While the largely unknown Baroka players celebrated, Pirates lamented an eighth League Cup final loss in nine attempts.

Pirates twice equalised when a man short after Zimbabwean defender Nyasha Munetsi was shown a straight red card for a late, studs-up tackle as half-time approached.

Baroka took advantage to go ahead in first half stoppage-time through Jemondre Dickens after Pirates goalkeeper Siyabonga Mpontshane unwisely rushed off his line.

Musa Nyatama stabbed the ball into the net to draw the teams level on 57 minutes after a free-kick from Zambian Justin Shonga had rebounded off the post.

Captain Mduduzi Mdantsane regained the lead for Baroka from a 100th-minute penalty only for Thembinkosi Lorch to nod an equaliser with six minutes of extra-time remaining.