Malwa had become part of the Gupta Empire during the reign of Chandragupta II (375–413), also known as Vikramaditya, who had conquered the region, driving out the Western Kshatrapas.

The Gupta period is widely regarded as a golden age in the history of Malwa, when Ujjain serves as the empire's western capital.

Kalidasa, Aryabhata and Varahamihira are all based in Ujjain, which has emerged as a major center of learning, especially in astronomy and mathematics.

Around 500, Malwa had reemerged from the dissolving Gupta Empire as a separate kingdom.

The Gupta empire had been weakened by the attacks of the Indo-Hephthalites, known in India as the Hunas, towards the end of the fifth century, which had caused it to break up into smaller states.

Yasodharman, Maharaja of Malwa, and the Gupta Emperor Narasimhagupta defeat a Huna army and their ruler Mihirakula in 528 and drive the Hunas from India.

Mihirakula, the son of the first Huna king in India, is forced by the Guptas and Malwa back to the north, ultimately limiting his kingdom to Kashmir and Punjab with its capital at Sakala (Sialkot).