Inside SoftConstruct and the shadow of the Badalyan brother’s dynasty!

An investigative look into the unanswered questions, opaque structures and persistent concerns surrounding one of the gaming industry’s most aggressively expanding conglomerates.

Success, silence and scrutiny

From the outside, the SoftConstruct group presents a dazzling façade. A technology-first gaming conglomerate with roots in Armenia and a rapidly growing international footprint, the company has achieved prominence through brands like Fast Bank, BetConstruct, FeedConstruct, FastToken, Fastex, Ortak, Yo Health and many many others. It markets itself as a pioneer in AI-based iGaming solutions, blockchain-integrated platforms and entrepreneurial spirit.

Yet beneath the surface, a very different story appears to be unfolding. Repeated regulatory filings, unresolved ownership structures and an aggressive pace of expansion have raised mounting questions about how this empire is built, governed and financed.

At the centre of it all sit the Badalyan brothers, Vigen and Vahe, who co-founded the business and continue to exert significant influence over its global activities.

This article explores a series of concerning patterns emerging from SoftConstruct’s UK filings, international subsidiaries and its lending operations. It draws exclusively from publicly available data and direct corporate records, with no intention of defaming any individual or entity, but rather to raise valid questions about regulatory oversight, transparency and corporate responsibility.

A network of companies with limited disclosure

SoftConstruct’s global operations rely heavily on a growing constellation of private companies registered in multiple jurisdictions. In the UK, its flagship entity, FC Capital Ltd, has been listed with the Financial Conduct Authority for consumer credit activities and is also registered with HMRC as a money service business for currency exchange.

While the FCA registration itself is not inherently problematic, it becomes more difficult to rationalise when one considers the size and opacity of FC Capital’s financial statements.

The company’s most recent filings, covering the period up to 31 December 2023, show staggering figures: over £57 million in total assets, nearly £50 million in outstanding debtors, £8.3 million in cash reserves and a newly raised share capital of £5 million. This followed a separate capital injection of £20 million filed in January 2025.

Despite these numbers, FC Capital Ltd continues to claim exemption from statutory audit on the basis of qualifying as a “small company” under Section 477 of the Companies Act 2006.

This exemption is typically reserved for companies with fewer than 50 employees, less than £10.2 million in turnover and total assets below £5.1 million. FC Capital exceeds all two thresholds by a wide margin, yet its directors continue to submit unaudited and abridged financial statements.

Nowhere in the filings is there any reference to a group audit exemption under Section 479C, nor has a parent company guarantee been disclosed.

Debtors on paper, but what do they represent?

Among the most striking figures in FC Capital’s accounts is the value of its debtor book. In 2022, the company reported £27.3 million in outstanding debtors. One year later, that figure had grown to £49.5 million, nearly doubling in the space of 12 months.

There is no note in the accounts explaining the nature of these debtors, whether they represent customer loans, related party balances, intercompany funding or intangible financial instruments. For a business that publicly presents itself as a pawnbroking and currency exchange service, this lack of explanation makes it nearly impossible for third parties to assess financial solvency or credit risk.

The company’s accounts also omit an income statement, providing no visibility into annual revenue or profit margins. Given that the entity employs 47 people, operates at least 12 physical branches and claims to run 7-day-a-week operations across the UK, it is difficult to reconcile the lack of financial detail with the real-world scale of its activities.

The capital just keeps coming

Capital movements within FC Capital Ltd raise further questions. The company reported share allotments of £500,000 in both 2020 and 2021, which were modest in scale. However, between November 2023 and December 2024, a further £25 million in capital was injected via two separate share issuances.

It is not clear who subscribed to these shares or what the funding was intended to finance. The timing of these capital events coincides with unexplained changes in company control, repeated shifts in accounting periods and a growing divergence between the company’s cash position and its debtors.

None of these events have been audited. The accounts were signed off by Mr Artur Asatryan, who appears to act as the company’s sole director, without reference to any external review or independent financial oversight.

Our attempt to seek clarity

On 7 July 2025, we contacted Mr Georgii Petrusian, the listed internal auditor of FC Capital Ltd, with six specific questions concerning audit exemption eligibility, debtor classification, share capital due diligence and turnover recognition. At the time of publication, no reply has been received.

Our questions focused on regulatory thresholds, the director's responsibilities under the Companies Act and whether HMRC or the FCA had raised any compliance concerns in relation to the company's filings.

We also asked whether the company had ever submitted itself to an internal revenue or balance sheet review, given the scale of its operations.

Mr Petrusian has not responded, and no acknowledgement has been provided.

The absence of audit in a regulated entity

In many industries, particularly where public money or consumer protection is involved, companies that handle millions of pounds in receivables and liquidity are expected to submit to at least some form of independent audit.

Yet FC Capital, a firm regulated by the FCA and registered with HMRC for financial activities, continues to file only unaudited, abridged accounts. There is no record of auditor appointments or resignations. The accountant listed in the company’s most recent filing is Leon Haig & Co, a small accountancy practice based in London, which does not appear to operate as a registered statutory auditor.

This raises a pressing regulatory question: how can a company that employs nearly 50 people, claims £57 million in assets and is involved in financial services, avoid audit obligations entirely?

There may be technical explanations, but they have not been disclosed. And the regulatory bodies involved appear to have taken no visible enforcement steps to clarify the matter.

A pattern of deliberate opacity?

SoftConstruct’s broader structure is no less concerning. Many of its subsidiaries operate through private limited companies in the UK and Malta, including BetConstruct Malta Ltd, FastToken Ltd, B.F.T.H. Technology Ltd and others.

Some are listed as holding companies. Others operate as software providers, marketing agencies or payment processors. Many have cross-directorships and intercompany loans.

Yet very few of them provide audited financials, detailed ownership registers or disclosures about their beneficial owners. While this may comply with the letter of company law, it raises legitimate questions about financial governance and regulatory scrutiny.

There are indications of financial activity that extend beyond the gaming sector. Certain companies linked to the Badalyan network have engaged in foreign exchange, digital token issuance and blockchain infrastructure.

In some jurisdictions, including Malta, these activities fall under distinct licensing regimes with their own audit and capital reserve requirements. To date, little public documentation has surfaced showing compliance with these frameworks.

The human cost of rapid expansion

SoftConstruct’s operations have grown rapidly in recent years, particularly in emerging markets and territories with limited regulatory capacity. Its gaming software is licensed by hundreds of online casinos, some of which operate without local licences or outside mainstream financial networks.

This has given rise to concerns around AML (anti-money laundering) risk, KYC (know-your-customer) practices and the traceability of payments.

In 2024, several European compliance analysts noted that games provided by the group’s software were present on blacklisted or grey-market sites in jurisdictions where no local licence was in force.

The company has not issued public denials or clarifications on these findings.

Additionally, there have been quiet concerns raised by former staff and contractors about working conditions, unpaid invoices and inconsistent corporate policies across entities. These concerns remain anecdotal, but the pattern suggests an underlying governance issue that is not being resolved across the SoftConstruct group.

No comment from the founders

The Badalyan brothers, Vigen and Vahe, remain central to the group’s identity and growth narrative. Both have received awards, spoken at industry conferences and promoted the group’s commitment to innovation. Yet neither appears to have issued public responses to the growing number of governance concerns tied to companies under their ownership or influence.

Directorships have changed repeatedly. Holding companies have shifted jurisdictions. Registered addresses have been altered with little explanation. Financial statements are often overdue or incomplete. And in the case of FC Capital Ltd, core financial disclosures are entirely absent.

While this may not breach any specific law on its own, it reflects a pattern of intentional opacity that contradicts industry standards in regulated sectors.

Why regulators should care

The FCA, HMRC, the UK Gambling Commission and the Information Commissioner’s Office (ICO) all have mandates that intersect with SoftConstruct’s business model. Between consumer finance, currency exchange, gaming software and digital identity processing, this conglomerate operates at the fringes of several regulated spaces.

And yet, despite repeated filings and mounting complexity, there is no visible enforcement, no proactive investigation and no audit trail available for public or regulatory review.

If the UK, Malta or any other jurisdiction intends to maintain credibility in financial governance, firms with this scale and risk exposure cannot be allowed to remain self- reporting and unaudited. At minimum, regulatory clarity and audit compliance should be mandatory for entities with public-facing financial activity and licensing obligations.

Malta Media’s questions that will not go away

SoftConstruct and its affiliated entities have risen quickly across multiple sectors. Yet the underlying structures behind this growth remain largely opaque. With no audited accounts, unexplained debtor positions and unanswered questions about internal oversight, the group seems to operate beyond the reach of conventional corporate accountability.

The company promotes a narrative of innovation and expansion, but the public record suggests a framework built more for opacity than transparency. Across jurisdictions, entities linked to the Badalyan network operate without meaningful financial disclosure while offering services in regulated areas such as finance, gaming and digital assets.

At FC Capital Ltd, filings show over £57 million in assets and nearly £50 million in debtors, yet the company continues to claim exemption from audit and provides no income statement. The share capital has increased by £25 million in under 18 months, with no independent review of source of funds. These patterns raise legitimate questions, particularly where regulatory obligations are concerned.

In regulated industries, expectations are clear. Firms of this scale should undergo audits, clarify capital structures and provide credible explanations for the financial positions they report. Whether under the FCA, HMRC or other national authorities, regulatory supervision must match the complexity and risk profile of the business involved.

This article does not allege unlawful activity. But it is fair to question whether the level of scrutiny applied to SoftConstruct is proportionate to its footprint. Reputational risk builds not from one unanswered question but from a pattern of silence and omission.

The Badalyan brothers still have the opportunity to address these issues. Transparent audits, proper disclosures and public engagement could help restore credibility. Without them, scrutiny will intensify from journalists, regulators and the markets alike.

Until then, one conclusion remains inescapable: the group’s financial narrative continues to rely more on concealment than accountability. And in sectors where public trust matters, silence carries its own consequences.

FAQs

What is SoftConstruct and what sectors does it operate in?
SoftConstruct is a technology-driven conglomerate with roots in Armenia, operating across gaming, finance, blockchain, and digital services internationally.

Who are the founders of SoftConstruct?
Vigen and Vahe Badalyan co-founded SoftConstruct and continue to hold significant influence over its global operations.

Why are SoftConstruct’s financial filings considered opaque?
Many subsidiaries, including FC Capital Ltd, file unaudited, abridged accounts without disclosing income statements, detailed debtors, or capital sources.

What is unusual about FC Capital Ltd’s audit exemption?
The company claims exemption from statutory audit despite exceeding thresholds for turnover, assets, and number of employees, raising transparency concerns.

How large is FC Capital Ltd’s debtor book?
By 2023, the debtor book reached nearly £50 million, but filings provide no explanation regarding the nature of these debts.

Have regulatory authorities responded to SoftConstruct’s filings?
There is no visible enforcement or public response from the FCA, HMRC, or other regulators concerning the company’s unaudited accounts.

What are the risks associated with SoftConstruct’s expansion?
Rapid growth in emerging markets, limited disclosure, and operations in regulated sectors create potential AML, KYC, and reputational risks.

Has SoftConstruct publicly addressed these financial and governance concerns?
As of publication, neither the Badalyan brothers nor the company has provided clarifications or public responses.

Why is audit compliance important for companies like FC Capital Ltd?
Independent audits provide transparency, verify solvency, and ensure accountability, particularly for entities handling consumer funds and financial services.

What steps could restore trust in SoftConstruct?
Transparent audits, full financial disclosures, regulatory engagement, and clear explanations of capital movements could improve credibility and public trust.