Previous studies with regard to brand adoption by retailers have focussed on large retailers who are approached directly by the brands. There is a lack of studies on how BoP retailers adopt brands who sell to a very different set of customers and are served indirectly through long indirect channels. Most studies have approached the subject from a distribution perspective of reaching to these markets. Sixty retailers belonging to different villages of Central and North Gujarat, were interviewed to understand their brand adoption process. The interviews were audio recorded, transcribed and analysed. A grounded theory based analysis was carried out. The analysis brought out six criteria used by the retailers in selecting brands with demand for the brand as the most dominant factor. Other criteria included brand adoption by other retailers, profitability, influence of wholesaler/distributor, and packaging.