In the 18th century (1758), the Maratha empire reached its territorial peak having conquered the whole of India, except the Nizam of Hyderabad in the southeast. The Maratha army surrounds the Nizam's fort at Udgiri. Ibrahim Khan Gardi (Nawab Shah) is the defender of the fort. Sadashiv Rao displays cunning bravery to outwit Ibrahim Gardi and defeat the fort's defenses. Udgiri falls to the Marathas. Instead of executing Ibrahim, Sadashiv shows strategic depth by inducting Ibrahim as a commander in the Maratha army. Shamsher Bahadur (Sahil Salathia) is Sadashiv's 2nd in command.Sadashiv returns to Pune as a victorious commander. His squeeze is Parvati Bai (Kriti Sanon), whom he is reluctant to marry. Gopika Bai (Padmini Kolhapure) is Peshwa's wife and is angry that Sadashiv installed a Muslim as a commander in the Maratha army without the Peshwa's order. She says to Peshwa that tomorrow Sadashiv could be a threat to his throne now that he is the ruler of all of India. Sadashiv marries Parvati after being needled by his friends. Under Gopika's influence, Peshwa removes Sadashiv as the commander of his army and gives him the finance ministry. As finance Minister Sadashiv figures out that the biggest tax defaulter is Najib-Ud-Daula (Mantra). Sadashiv sends an order to Mughal Emperor Alamgir (S.M Zaheer) to order his kings to pay 25% of their income to the Marathas for protection against their enemies. And to remove Najib-Ud-Daula from his port in the Mughal court. Alamgir complies, not having any other choice. Najib pleads Alamgir to ask for help from Afghan king Ahmad Shah Abdali (Sanjay Dutt) and sends his own bro to ask for his help against the Marathas.Afghan King Ahmad Shah Abdali (Sanjay Dutt) plans to take over India. He does so since his small kingdom is under threat from Persians and he needs the economic might of Hindustan to support his defense against the Persian armies. News reaches Peshwa that Dattaji Shinde (Milind Gunaji) who was sent to collect the tax from Najib has been killed by him with help from Abdali's platoons. Believing that the Mughals are still under Maratha protection, Peshwa and Sadashiv decide to send a battle group to defend Delhi. Peshwa first asks his brother Raghoba to lead the battle group. But the Marathas can only spare 40,000 soldiers to face an enemy who is 100,000 strong. Raghoba backtracks and Sadashiv says that he is confident of converting Maratha allies to his cause along the way to Delhi. This includes Malhar Rao Holkar (Ravindra Mahajani), Jankoji Shinde (Gashmeer Mahajani)Maratha Peshwa Nanasaheb (Mohnish Bahl) orders Sadashiv Rao Bhau (Arjun Kapoor) to stop him at any cost, thus leading to the Third Battle of Panipat between the two armies. Gopika Bai insists that Sadashiv take her son Vishwas Rao (Abhishek Nigam) despite Sadashiv's protests that he is too young and that Sadashiv himself had no aspirations for the throne. Abdali reaches outside Delhi where Najib asks him to defeat Marathas before conquering Delhi. He also tells that Imad-Ul-Mulk (Mir Sarwar), the prime minister of Delhi has killed Alamgir, after reading Alamgir's letter to Abdali.After a month, the Maratha caravan reaches Dhoulpur, where Maratha Sardar's await Sadashiv and Vishwas Rao. Sadashiv now unveils his plan to ask for military help from Northern kings including Shuja-Ud-Daula (Kunal Kapoor) and Maharaja Surajmal (Karmveer Choudhary), who have the biggest armies (relatively). Shuja agrees to support Marathas when Sadashiv offers him Prime Minister post of Delhi after Abdali's defeat. Suraj Mal holds out but agrees to support Marathas when Sadashiv goes to meet him personally. Sadashiv is surprised to find that Imad-Ul-Mulk has taken refuge under SurajMal's palace. Some Northen kings go with Abdali to free India from the Maratha yolk.Nijab approaches Shuja-UD-Daula and entices him to join Abdali to defeat Marathas. He offers Shuja the Prime Minister post of India in a written letter from Abdali. Word reaches Marathas that Abdali is at Najis's fort at Doab in Rohillabad. But to get there they need to cross a raging Yamuna River. Once they reach the banks of the Yamuna Sadashiv finds that Shuja has joined Abdali. The river cannot be bridged, and the Maratha supplies start to dwindle. The only Kingdom left to ask for help is under Sakina Begum (Zeenat Aman), who does not trust any alliances. Parvati volunteers to meet Sakina as ask for a few days ration. The plan is to now attack Delhi and cross Yamuna at Delhi. But supplies are needed to reach the gates of Delhi. Sakina agrees to help Parvati.Abdali finds out the Maratha plan and decides to shadow them on the other side of the Yamuna, with plans to cross the river at Delhi. Maratha army reaches Delhi one day before Abdali. Ibrahim and his canons destroy Delhi's defenses and Sadashiv captures it easily. The news spreads and SurajMal and the Sikh kings decide to send their armies to Delhi to help the Marathas. Sadashiv decides to install a Mughal as the ruler of Delhi, with the remote control in the hand of the Peshwa in Pune. SurajMal wants Imad to be made the Wazir. It is revealed that Imad had promised Suraj Mal the Agra fort in exchange for his help. As Abdali's army reaches Delhi, SurajMal demands the Agra fort from Sadashiv in exchange for his support against Abdali. Sadashiv refuses and SurajMal leaves.Sadashiv decides to infuriate Abdali by attacking his other forts on the other side of Yamuna. Sadashiv captures Kunjpura, compelling Abdali to cross the Yamuna at great cost to his army. Now Sadashiv can't get back to Delhi and is not able to liaise with the Sikhs either and takes defensive positions around the fort of Panipat. Abdali receives word that his brother in Afghanistan is planning to overthrow Abdali's rule to take power. Abdali doesn't want to get bogged down in war with Sadashiv and asks for truce. He wants Peshwas to control the south and hand over the North to Afghans. Sadashiv refuses and the war is on.On 14th Jan 1761, the armies face each other. Sadashiv deploys a battle formation and Abdali counters with his own formations. As the armies come face to face, Abdali orders an attack on Vishwas, who is killed. This tremendously lowers Sadashiv's confidence as he knows that he will be held accountable for Vishwas's death. Despite suspicions due to his religion, Ibrahim Gardi serves Sadashiv till his death in battle. In the battle once Indian king betrays Sadashiv by withdrawing his forces right in the middle of the battlefield. This exposes Sadashiv to hundreds of Afghan soldiers, and he dies fighting valiantly. Abdali returns to Afghanistan victorious but writes to Peshwa praising the valor and bravery of its Maratha army, led by Sadashiv.