Fusion Spark, the consortium seeking a 70 percent controlling stake in Engen Botswana, has asked the Competition and Consumer Tribunal to suspend two conditions imposed by the Competition and Consumer Authority when it approved the takeover on September 8, 2026.
The consortium argues the regulator lacked sufficient evidence to justify a forced sale of a company owned by Choppies Chief Executive Officer Ramachandran Ottapathu, exceeded its legal powers and failed to consider less restrictive alternatives, according to The Business Weekly & Review.
What the CCA ordered
At the centre of the dispute is the CCA's requirement that Ajantha Proprietary Limited, wholly owned by Ottapathu according to Companies and Intellectual Property Authority records, sell its entire 75 percent shareholding in Reddy Group to citizens or citizen-owned companies before the Engen deal can proceed. Reddy Group holds interests in 67 fuel retail station sites across Botswana.
The Authority also prohibited Ajantha from maintaining any direct or indirect involvement with Reddy Group for three years after implementation of the merger.
Fusion Spark, in which Ottapathu holds a 30 percent stake, is additionally challenging a condition governing Engen's dealer and franchise agreements. The CCA ordered the merged company to honour existing arrangements, including fuel supply, pricing and payment terms, with safeguards against changes that could disadvantage independent dealers. The consortium is not seeking to remove those protections entirely; it wants the condition limited to three years.
Why the regulator intervened
The CCA did not object to the transaction on market-share grounds. It estimated Engen's share of the wholesale and retail fuel market at 15.9 percent, against 0.2 percent for Acer Petroleum Botswana, another business linked to the acquiring consortium. The combined 16.1 percent stake sits well below the 25 percent dominance threshold used in the regulator's assessment.
Its concerns instead centred on Ottapathu's overlapping interests in the acquiring consortium and Reddy Group. The Authority found a strong likelihood that his 30 percent stake in Fusion Spark, alongside Ajantha's 75 percent holding in Reddy Group, could enable him to align Reddy Group's commercial decisions with those of the merged Engen business.
The CCA warned that this relationship could create an incentive to favour Engen-branded fuel over supplies from rival wholesalers or arrangements involving unaffiliated dealers at Reddy Group's multi-branded service stations.
Conditions remain in force pending the ruling
With the Tribunal yet to rule on either the appeal or the suspension request, CCA Chief Executive Officer Gideon Nkala confirmed to The Business Weekly & Review that the conditions remain in force unless they are suspended, amended or overturned.
The dispute follows a public hearing held in July 2026 that brought scrutiny to the commercial interests surrounding the proposed takeover, spanning fuel wholesaling, transportation, service station ownership and convenience retail.
Citizen protections attached to the approval
Other requirements attached to the CCA's September approval include providing convenience-store operators with equal opportunities at Engen service stations, appointing at least five citizen-owned fuel transporters or distributors, and prohibiting direct, merger-related retrenchments of citizen employees for three years.
These are the sort of conditions that protect local livelihoods and citizen participation in the economy. They deserve careful consideration before any tribunal waters them down. Botswana's economy depends on rules that are applied predictably and on evidence, not on speculation about what a shareholder might one day do.
Background: the Vitol separation
The proposed acquisition follows an earlier competition intervention involving Vitol, which controls both Engen Botswana and Vivo Energy Botswana. In a previous merger decision, the CCA required the divestment of Engen to address concerns about the concentration of fuel retail operations under Vitol.
According to the regulator, Engen and Vivo Energy together accounted for 163 of approximately 356 dealer-operated service stations nationwide, representing about 45.8 percent of the network.
The proposed sale to Fusion Spark would separate Engen from Vitol's wider fuel business. The conditions attached to the transaction have now become the subject of a separate legal challenge.
What happens next
The Competition and Consumer Tribunal must decide whether the disputed conditions should stand, be amended or be set aside. Fusion Spark is seeking their suspension pending the outcome of the appeal, but the Tribunal has yet to issue a ruling.
FAQ
What is Fusion Spark appealing against?
The consortium is appealing two conditions imposed by the Competition and Consumer Authority on September 8, 2026: the forced sale of Ajantha's 75 percent stake in Reddy Group, and the indefinite duration of protections on Engen's dealer and franchise agreements, which it wants limited to three years.
Who owns the companies at the centre of the dispute?
Ajantha Proprietary Limited is wholly owned by Choppies CEO Ramachandran Ottapathu, who also holds a 30 percent stake in Fusion Spark. Ajantha owns 75 percent of Reddy Group, which has interests in 67 fuel retail station sites across Botswana.
Do the CCA conditions still apply during the appeal?
Yes. CCA Chief Executive Officer Gideon Nkala confirmed that the conditions remain in force unless they are suspended, amended or overturned by the Competition and Consumer Tribunal.