Windham thought that if he could manage to surprise either of these, he could prevent the enemy from concentrating, and he drew up a scheme for giving effect to this plan, which he submitted for the approval of the Commander-in-Chief.

No reply came, and after waiting a week he gave up all idea of attempting to surprise the detachments, and determined to try and arrest the rebels' advance by attacking the main body, still some distance off.

Accordingly he broke up his camp, and marched six miles along the Kalpi road, on the same day that the Gwalior force moved some distance nearer to Cawnpore.

The next morning, the 25th, the enemy advanced to Pandu Naddi, within three miles of Windham's camp.
Windham now found himself in a very critical position.

With only 1,200 Infantry[6] and eight light guns, he was opposed to Tantia Topi with an army of 25,000 men and forty guns.