To address current gaps in health literacy research and practice in low-resource settings, the 'Alfa-Health Program' was designed to improve health literacy in older adults who live in a community dwelling in a socioeconomically disadvantaged community in North-East Brazil. In this longitudinal qualitative study, participants were interviewed before and after participating in the group-based program that was delivered November 2017 to December 2017 in the Primary Care Health Unit. Semi-structured interviews were guided by a previously validated health literacy instrument, translated and adapted for use in Brazil. Data was analyzed using Framework analysis. Of the 21 participants, the majority were age 60 to 69 years with a median of 4-years of school education. Our analysis identified self-reported improvements in health knowledge, behaviors, and skills that matched program content and indicated that participants were supported to manage their health conditions more autonomously. Other themes reflect the distributed nature of health literacy and the potential for group-based health literacy programs to facilitate feelings of social support and cohesion through co-learning. However, age-related deficits in memory and external and structural factors remained important barriers to program participation. This study provides insight into developing health literacy in low-resource settings with older adults, where health literacy is compounded by social determinants and cognitive and sensory changes that contribute to health disparities. Although the targeted Alfa Health Program addresses calls to ensure that priority is proportionate to need by reaching and engaging population groups who are disproportionately affected by low health literacy, further work is needed to adapt the program for people who are unable to read or write. [HLRP: Health Literacy Research and Practice. 2024;8(3):e140-e150.].